Item 1. Financial Statements
Item 1. Financial Statements.
CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
March 31, 2025 December 31, 2024
ASSETS (Unaudited)
Real estate investments
Property owned $ 2,484,111 $ 2,480,741
Less accumulated depreciation ( 652,368 ) ( 625,980 )
Total real estate investments 1,831,743 1,854,761
Cash and cash equivalents 11,916 12,030
Restricted cash 6,144 1,099
Other assets 43,281 45,817
TOTAL ASSETS $ 1,893,084 $ 1,913,707
LIABILITIES, MEZZANINE EQUITY, AND EQUITY
LIABILITIES
Accounts payable and accrued expenses $ 57,631 $ 59,319
Revolving lines of credit 48,734 47,359
Notes payable, net
299,535 299,520
Mortgages payable, net
607,184 608,506
TOTAL LIABILITIES $ 1,013,084 $ 1,014,704
COMMITMENTS AND CONTINGENCIES (NOTE 10)
SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $ 100 par value, 166 units issued and outstanding at March 31, 2025 and December 31, 2024, aggregate liquidation preference of $ 16,560 )
$ 16,560 $ 16,560
EQUITY
Common Shares of Beneficial Interest (Unlimited authorization, no par value, 16,735 shares issued and outstanding at March 31, 2025 and 16,719 shares issued and outstanding at December 31, 2024)
1,268,888 1,269,549
Accumulated distributions in excess of net income ( 631,855 ) ( 615,242 )
Accumulated other comprehensive loss ( 232 ) ( 407 )
Total shareholders’ equity $ 636,801 $ 653,900
Noncontrolling interests – Operating Partnership and Series E preferred units 225,985 227,870
Noncontrolling interests – consolidated real estate entities 654 673
TOTAL EQUITY $ 863,440 $ 882,443
TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY $ 1,893,084 $ 1,913,707
See accompanying Notes to Condensed Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited)
(in thousands, except per share data)
Three Months Ended March 31,
2025 2024
REVENUE $ 67,093 $ 64,506
EXPENSES
Property operating expenses, excluding real estate taxes 19,068 18,764
Real estate taxes 7,663 6,305
Property management expense 2,433 2,330
Casualty loss
532 820
Depreciation and amortization 27,654 27,012
General and administrative expenses 4,997 4,623
TOTAL EXPENSES $ 62,347 $ 59,854
Loss on sale of real estate and other investments
— ( 577 )
Operating income
4,746 4,075
Interest expense ( 9,635 ) ( 9,207 )
Interest and other income
708 340
NET LOSS
$ ( 4,181 ) $ ( 4,792 )
Dividends to Series D preferred unitholders ( 160 ) ( 160 )
Net loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units
643 1,079
Net income attributable to noncontrolling interests – consolidated real estate entities
( 36 ) ( 32 )
Net loss attributable to controlling interests
( 3,734 ) ( 3,905 )
Dividends to preferred shareholders — ( 1,607 )
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS
$ ( 3,734 ) $ ( 5,512 )
NET LOSS
$ ( 4,181 ) $ ( 4,792 )
Other comprehensive loss:
Loss on derivative instrument reclassified into earnings
175 197
TOTAL COMPREHENSIVE LOSS
$ ( 4,006 ) $ ( 4,595 )
Net comprehensive loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units
669 1,112
Net income attributable to noncontrolling interests – consolidated real estate entities
( 36 ) ( 32 )
COMPREHENSIVE LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS
$ ( 3,373 ) $ ( 3,515 )
NET LOSS PER COMMON SHARE – BASIC AND DILUTED
$ ( 0.22 ) $ ( 0.37 )
Weighted average shares - basic and diluted
16,727 14,922
See accompanying Notes to Condensed Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)
(in thousands, except per share data)
Three Months Ended March 31, 2024 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, 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
( 3,905 ) ( 1,047 ) ( 4,952 )
Amortization of swap settlements 197 197
Distributions - common shares and Units ($ 0.75 per share and Unit)
( 11,166 ) ( 639 ) ( 11,805 )
Distributions - Series C preferred shares ($ 0.4140625 per Series C share)
( 1,607 ) ( 1,607 )
Distributions - Series E preferred units ($ 0.96875 per unit)
( 1,671 ) ( 1,671 )
Share-based compensation, net of forfeitures 4 749 749
Redemption of Units for common shares 17 ( 398 ) 398 —
Redemption of Series E preferred units for common shares 16 ( 702 ) 702 —
Shares repurchased ( 88 ) ( 4,703 ) ( 4,703 )
Shares withheld for taxes ( 118 ) ( 118 )
Other — ( 30 ) — ( 30 )
Balance at March 31, 2024 $ 93,530 14,912 $ 1,160,492 $ ( 564,951 ) $ ( 922 ) $ 218,936 $ 907,085
Three Months Ended March 31, 2025
Balance at December 31, 2024 $ — 16,719 $ 1,269,549 $ ( 615,242 ) $ ( 407 ) $ 228,543 $ 882,443
Net loss attributable to controlling interests and noncontrolling interests
( 3,734 ) ( 607 ) ( 4,341 )
Amortization of swap settlements 175 175
Distributions - common shares and Units ($ 0.77 per share and unit)
( 12,879 ) ( 754 ) ( 13,633 )
Distributions - Series E preferred units ($ 0.96875 per unit)
( 1,532 ) ( 1,532 )
Share-based compensation, net of forfeitures 8 858 858
Redemption of Units for common shares 7 ( 1,002 ) 1,002 —
Redemption of Series E preferred units for common shares — ( 43 ) 43 —
Shares withheld for taxes ( 292 ) ( 292 )
Other 1 ( 182 ) ( 56 ) ( 238 )
Balance at March 31, 2025 $ — 16,735 $ 1,268,888 $ ( 631,855 ) $ ( 232 ) $ 226,639 $ 863,440
See accompanying Notes to Condensed Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
Three Months Ended March 31,
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$ ( 4,181 ) $ ( 4,792 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization, including amortization of capitalized loan costs 27,971 27,305
Loss on sale of real estate and other investments
— 577
Share-based compensation expense 858 749
Amortization of debt premiums and discounts 409 258
Other, net 750 268
Changes in other assets and liabilities:
Other assets 878 1,778
Accounts payable and accrued expenses ( 1,256 ) ( 1,740 )
Net cash provided by operating activities
$ 25,429 $ 24,403
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in mortgages and real estate related notes receivable — ( 7,279 )
Net proceeds from sale of real estate and other investments
— 18,251
Proceeds from insurance 177 1,635
Payments for improvements of real estate investments ( 5,042 ) ( 21,810 )
Other investing activities ( 20 ) 171
Net cash used by investing activities
$ ( 4,885 ) $ ( 9,032 )
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages payable ( 1,906 ) ( 1,529 )
Proceeds from revolving lines of credit 44,893 40,556
Principal payments on revolving lines of credit ( 43,519 ) ( 30,198 )
Repurchase of common shares — ( 4,703 )
Distributions paid to common shareholders ( 12,443 ) ( 10,923 )
Distributions paid to preferred shareholders — ( 1,607 )
Distributions paid to Series D preferred unitholders ( 160 ) ( 160 )
Distributions paid to noncontrolling interests – Operating Partnership and Series E preferred units ( 2,266 ) ( 2,300 )
Other financing activities ( 212 ) ( 28 )
Net cash used by financing activities
$ ( 15,613 ) $ ( 10,892 )
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
4,931 4,479
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 13,129 9,269
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 18,060 $ 13,748
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures $ 1,821 $ 3,153
Operating partnership units converted to common shares ( 1,002 ) ( 398 )
Distributions declared but not paid to common shareholders 13,633 11,805
Series E preferred units converted to common shares ( 43 ) ( 702 )
Retirement of shares withheld for taxes 292 118
Involuntary conversion of assets ( 463 ) ( 160 )
Non-cash interest income 413 146
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 8,640 $ 8,302
(in thousands)
Balance sheet description March 31, 2025 December 31, 2024 March 31, 2024
Cash and cash equivalents $ 11,916 $ 12,030 $ 12,682
Restricted cash 6,144 1,099 1,066
Total cash, cash equivalents and restricted cash $ 18,060 $ 13,129 $ 13,748
See accompanying Notes to Condensed Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
March 31, 2025
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 March 31, 2025, Centerspace owned interests in 71 apartment communities consisting of 13,012 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, 2024, as filed with the SEC on February 18, 2025.
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 within net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows 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.
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RECENT ACCOUNTING PRONOUNCEMENTS
The following table provides a brief description of Financial Accounting Standards Board (“FASB”) recent accounting standards updates (“ASU”).
Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters
ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses; ASU 2025-01 , Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date
This ASU is intended to improve financial reporting by requiring public companies disclose additional information about specific expense categories in the notes to the financial statements. In 2025, an additional ASU was issued to provide clarification on the effective date of the original ASU.
This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted.
The ASU will require additional disclosure but is not expected to have a material impact on the Company.
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 money market mutual funds. The Company is potentially exposed to credit risk for cash deposited with FDIC-insured financial institutions in accounts which, at times, may exceed 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 March 31, 2025 and December 31, 2024, restricted cash consisted of $ 6.1 million and $ 1.1 million, respectively, for real estate deposits and 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 FASB Accounting Standards Codification (“ASC”) 842, Leases , using a method that represents a straight-line basis over the term of the lease. For the three months ended March 31, 2025 and 2024, rental income represents approximately 98.4 % and 98.2 % of total revenues, respectively, and includes gross market rent less adjustments for gain or loss to lease, concessions, vacancy loss, and bad debt. For the three months ended March 31, 2025 and 2024, other property revenues represent the remaining 1.6 % and 1.8 % of total revenues, respectively, and are primarily driven by other fee income, which is typically recognized when earned, at a point in time.
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. 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 March 31, 2025, was as follows:
(in thousands)
2025 (remainder)
$ 2,036
2026 2,651
2027 2,378
2028 2,012
2029 1,688
Thereafter 6,073
Total scheduled lease income - operating leases
$ 16,838
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REVENUES AND GAINS OR LOSSES 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 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 months ended March 31, 2025 and 2024:
(in thousands)
Three Months Ended March 31,
Revenue Stream Applicable Standard 2025 2024
Fixed lease income - operating leases Leases $ 62,197 $ 60,034
Variable lease income - operating leases Leases 3,831 3,287
Other property revenue Revenue from contracts with customers 1,065 1,185
Total revenue $ 67,093 $ 64,506
In addition to lease income and other property revenue, the Company recognizes gains or losses on the sale of real estate and other investments 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. During the three months ended March 31, 2025, the Company did not recognize a gain or loss on the sale of real estate and other investments, compared to a loss of $ 577,000 during the three months ended March 31, 2024. 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 for multifamily apartment homes. During the three months ended March 31, 2025 and 2024, the Company recognized $ 1.1 million and $ 1.7 million, 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 March 31, 2025, 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 physical occupancy, rental rates, and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.
During the three months ended March 31, 2025 and 2024, the Company did not record a loss for impairment on real estate.
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
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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
In connection with the acquisition of The Lydian, an apartment community in Denver, Colorado, the Company has a tax increment financing note receivable (“TIF”) with an initial principal balance of $ 4.1 million. As of March 31, 2025 and December 31, 2024, the principal balance was $ 4.1 million, which appears within other assets in the Condensed Consolidated Balance Sheets at fair value. The note bears an interest rate of 6.0 % with payments due periodically each year.
In connection with the acquisition of Ironwood, an apartment community in New Hope, Minnesota, the Company has a tax increment financing note receivable (“TIF”) with a principal balance of $ 5.1 million and $ 5.2 million at March 31, 2025 and December 31, 2024, 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. The note matures February 1, 2039, and may be prepaid in whole or in part at any time.
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 which accrues interest that is added to the principal balance and is payable at maturity. As of March 31, 2025 and December 31, 2024, the Company had funded $ 15.1 million of the mezzanine loan. 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 March 31, 2025 and 2024, total advertising expense was $ 623,000 and $ 738,000 , respectively.
INVOLUNTARY CONVERSION OF ASSETS
During the three months ended March 31, 2025, Centerspace recorded $ 512,000 in casualty losses resulting from two new insurance events and updated loss estimates on two previously reported events. Any business interruption insurance proceeds will be recognized when received in accordance with ASC 610-30.
During the three months ended March 31, 2024, Centerspace recognized $ 618,000 in casualty loss resulting from updated loss estimates from four separate insurance events at apartment communities. Any business interruption insurance proceeds 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 three months ended March 31, 2024, the claim was settled for $ 1.6 million, including remediation and other operating expenses.
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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 its 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 months ended March 31, 2025 and 2024.
(in thousands, except per share data)
Three Months Ended March 31,
2025 2024
NUMERATOR
Net loss attributable to controlling interests
$ ( 3,734 ) $ ( 3,905 )
Dividends to preferred shareholders — ( 1,607 )
Numerator for basic and diluted loss per share – net loss available to common shareholders (1)
( 3,734 ) ( 5,512 )
DENOMINATOR
Denominator for basic and diluted income (loss) per share weighted average shares (1)
16,727 14,922
NET LOSS PER COMMON SHARE – BASIC AND DILUTED
$ ( 0.22 ) $ ( 0.37 )
(1) For the three months ended March 31, 2025 and 2024, dividends to preferred unitholders and the impact of Units and Series E preferred units are excluded from the calculation of net income (loss) per common share - diluted as they were anti-dilutive.
For the three months ended March 31, 2025, operating partnership units of 980,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 1.9 million, as converted, time-based RSUs and options of 35,000 , and performance-based RSUs of 43,000 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 March 31, 2024, operating partnership units of 854,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.1 million, as converted, time-based RSUs of 20,000 , 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.
NOTE 4 • MEZZANINE EQUITY AND EQUITY
Series D Preferred Units (Mezzanine Equity). Series D preferred units outstanding were 165,600 preferred units at March 31, 2025 and December 31, 2024. The Series D preferred units have a par value of $ 100 per preferred unit. The Series D preferred unit holders receive a preferred distribution at the rate of 3.862 % per year and 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.
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Series C Preferred Shares. On August 30, 2024, we delivered notice to holders of the Series C preferred shares that we intended to redeem all 3.9 million Series C preferred shares at a redemption price equal to $ 25 per share plus any accrued but unpaid distributions per share up to and including the redemption date of September 30, 2024. On September 30, 2024, the Company completed the redemption of all the outstanding Series C preferred shares for an aggregate redemption price of $ 97.0 million, excluding distributions, which was $ 3.5 million in excess of the carrying value. Such shares were no longer outstanding as of March 31, 2025 and December 31, 2024. The Series C preferred shares were nonvoting and redeemable for cash at $ 25 per share at Centerspace’s option. Holders of these shares were entitled to cumulative distributions, payable quarterly (as and if declared by the Board of Trustees). Distributions accrued at an annual rate of $ 1.65625 per share, which is equal to 6.625 % of the $ 25 per share liquidation preference, quarterly until September 30, 2024.
Operating Partnership Units. The Operating Partnership had 972,000 and 980,000 outstanding Units at March 31, 2025 and December 31, 2024, respectively.
Exchange Rights . Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three months ended March 31, 2025 and 2024 as detailed in the table below.
(in thousands)
Three Months Ended March 31, Number of Units Net Book Basis
2025 7 $ ( 1,002 )
2024 17 $ ( 398 )
Series E Preferred Units (Noncontrolling Interests). Centerspace had 1.6 million Series E preferred units outstanding as of March 31, 2025 and December 31, 2024. 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 1.20482 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 $ 158.2 million as of March 31, 2025 and December 31, 2024. The holders of the Series E preferred units do not have voting rights.
The Company redeemed Series E preferred units in exchange for common shares in connection with Series E unitholders exercising their exchange rights during the three months ended March 31, 2025 and 2024 as detailed below.
(in thousands)
Three Months Ended March 31, Number of Series E Preferred Units Redeemed
Number of Common Shares Issued
Total Value
2025 — — $ 43
2024 13 16 $ 702
Common Shares and Equity Awards . Common shares outstanding as of March 31, 2025 and December 31, 2024, totaled 16.7 million. During the three months ended March 31, 2025 and 2024, Centerspace issued 7,818 and 3,742 common shares, respectively, with a total grant-date fair value of $ 786,000 and $ 445,000 , 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. On September 9, 2024, Centerspace amended its equity distribution agreement in connection with the at-the-market offering (“ATM Program”) through which it may offer and sell common shares in amounts and at times determined by management. The amendment increased the maximum aggregate offering price of common shares available for offer and sale thereunder from $ 250.0 million to $ 500.0 million. 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. There were no sales of common shares under the ATM Program during the three months ended March 31, 2025 and 2024. As of March 31, 2025, common shares having an aggregate offering price of up to $ 262.9 million remained available under the ATM Program.
Share Repurchase Program. The Company had a share repurchase program (the “Share Repurchase Program”), providing for the repurchase of up to an aggregate of $ 50 million of the Company’s outstanding common shares. This program expired on March 10, 2025. Under the Share Repurchase Program, the Company was 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 Exchange Act of 1934, as
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amended. The specific timing and amount of repurchases varied based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors. There were no common shares repurchased during the three months ended March 31, 2025. The table below provides details on the shares repurchased during the three months ended March 31, 2024.
(in thousands, except per share amounts)
Three Months Ended March 31, Number of Common Shares Aggregate Cost (1)
Average Price Per Share (1)
2024 88 $ 4,703 $ 53.62
(1) Amount includes commissions.
NOTE 5 • DEBT
The following table summarizes the Company’s secured and unsecured debt at March 31, 2025 and December 31, 2024.
(in thousands)
March 31, 2025 December 31, 2024
Carrying Amount Weighted Average Interest Rate Carrying Amount Weighted Average Interest Rate Weighted Average Maturity in Years at March 31, 2025
Lines of credit (1)
$ 48,734 5.76 % $ 47,359 5.86 % 3.16
Unsecured senior notes (2)(4)
300,000 3.12 % 300,000 3.12 % 5.38
Unsecured debt 348,734 347,359 5.07
Mortgages payable - Fannie Mae credit facility (4)
198,850 2.78 % 198,850 2.78 % 6.31
Mortgages payable - other (3)(4)
418,508 4.02 % 420,414 4.02 % 5.15
Secured debt 617,358 619,264 5.52
Subtotal 966,092 3.57 % 966,623 3.58 % 5.36
Deferred financing costs, premiums, and discounts on mortgages payable, net ( 10,174 ) ( 10,758 )
Deferred financing costs on notes payable, net ( 465 ) ( 480 )
Total debt $ 955,453 $ 955,385
(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; 15 at March 31, 2025 and December 31, 2024.
(4) Interest rate is fixed.
As of March 31, 2025, 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 (the “Unsecured Credit Facility” or “Facility”) is a revolving, multi-bank line of credit, with Bank of Montreal serving as administrative agent. The line of credit has total commitments and borrowing capacity of up to $ 250.0 million, based on the value of unencumbered properties. As of March 31, 2025, the Company had additional borrowing availability of $ 204.0 million beyond the $ 46.0 million drawn under the Facility, priced at an interest rate of 5.71 %. As of December 31, 2024, the Company had additional borrowing availability of $ 206.0 million beyond the $ 44.0 million drawn under the Facility, priced at an interest rate of 5.81 %. On July 26, 2024, the Unsecured Credit Facility was amended to extend maturity and to modify the leverage-based margin ratios applicable to borrowings. As amended, this Facility matures in July 2028, 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. 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 March 31, 2025.
In September 2024, Centerspace entered into an operating line of credit agreement with US Bank, N.A. which has a borrowing capacity of up to $ 10.0 million and pricing based on SOFR. This operating line of credit terminates in September 2025 and is designed to enhance treasury management activities and more effectively manage cash balances. As of March 31, 2025 and December 31, 2024, there was $ 2.7 million and $ 3.4 million outstanding on this line of credit, respectively.
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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 $ 175.0 million in unsecured senior promissory notes (“Unsecured Shelf Notes”). On October 28, 2024, the shelf agreement was amended to extend the period of time during which the Company may borrow money to October 2027 and to increase the borrowing capacity to $ 300.0 million. The Company also has a separate private note purchase agreement with PGIM and certain other lenders for the issuance of $ 125.0 million of senior unsecured promissory notes (“Unsecured Club Notes”, and, collectively with the Unsecured Shelf Notes, the “unsecured senior notes”), of which all $ 125.0 million was issued in September 2021. The following table shows the notes issued under both agreements as of March 31, 2025 and December 31, 2024.
(in thousands)
Amount Maturity Date Fixed 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 (“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 fixed interest rate of 2.78 %. As of March 31, 2025 and December 31, 2024, the FMCF had a balance of $ 198.9 million. The FMCF is included within mortgages payable on the Condensed Consolidated Balance Sheets.
As of March 31, 2025, Centerspace owned 15 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 March 31, 2025, the Company believes that there were no material defaults or instances of material noncompliance in regard to any of these mortgage loans. As of March 31, 2025 and December 31, 2024, the mortgage loans had a balance of $ 418.5 million and $ 420.4 million, respectively, excluding unamortized premiums and discounts. The mortgage loans are included within mortgages payable on the Condensed Consolidated Balance Sheets.
The aggregate amount of required future principal payments on outstanding debt as of March 31, 2025, was as follows:
(in thousands)
2025 (remainder) $ 37,117
2026 102,810
2027 48,666
2028 164,321
2029 102,477
Thereafter 510,701
Total payments
966,092
Deferred financing costs, premiums, and discounts on mortgages payable, net ( 10,174 )
Deferred financing costs on notes payable, net ( 465 )
Total
$ 955,453
NOTE 6 • DERIVATIVE INSTRUMENTS
Centerspace had, in the past, 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 $ 232,000 will be reclassified as an increase to interest expense. As of March 31, 2025 and December 31, 2024 the Company had no remaining interest rate swaps.
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The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations as of March 31, 2025 and 2024.
(in thousands)
Gain Recognized in OCI Location of Loss Reclassified from Accumulated OCI into Income Loss Reclassified from Accumulated OCI into Income (Loss)
Three months ended March 31, 2025 2024 2025 2024
Total derivatives in cash flow hedging relationships - Interest rate contracts $ — $ — Interest expense $ ( 175 ) $ ( 197 )
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 data (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 Location Total Level 1 Level 2 Level 3
March 31, 2025
Assets
Real estate related notes receivable Other assets $ 25,406 — — $ 25,406
December 31, 2024
Assets
Real estate related notes receivable Other assets $ 25,092 — — $ 25,092
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
Three months ended March 31, 2025
Real estate related notes receivable $ 25,406 $ 9 $ 531 $ 540
Three months ended March 31, 2024
Real estate related notes receivable $ 14,103 $ 5 $ 208 $ 213
As of March 31, 2025 and December 31, 2024, Centerspace had investments totaling $ 2.9 million and $ 2.7 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 the Condensed Consolidated Balance Sheets. The investments are measured at net asset value (“NAV”) as a practical expedient under ASC 820. As of March 31, 2025, the Company had unfunded commitments of $ 850,000 .
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Fair Value Measurements on a Nonrecurring Basis
There were no non-financial assets or liabilities measured at fair value on a nonrecurring basis at March 31, 2025 and December 31, 2024.
Financial Assets and Liabilities Not Measured at Fair Value
The fair value of unsecured senior notes and mortgages payable is 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 March 31, 2025 and December 31, 2024, respectively, are as follows:
(in thousands)
March 31, 2025 December 31, 2024
Balance Sheet Location Amount
Fair Value Amount
Fair Value
FINANCIAL ASSETS
Cash and cash equivalents Cash and cash equivalents $ 11,916 $ 11,916 $ 12,030 $ 12,030
Restricted cash Restricted cash $ 6,144 $ 6,144 $ 1,099 $ 1,099
FINANCIAL LIABILITIES
Revolving lines of credit Revolving lines of credit $ 48,734 $ 48,734 $ 47,359 $ 47,359
Unsecured senior notes (1)
Notes payable $ 300,000 $ 260,468 $ 300,000 $ 253,808
Mortgages payable - Fannie Mae credit facility Mortgages payable $ 198,850 $ 172,735 $ 198,850 $ 166,679
Mortgages payable - other (1)
Mortgages payable $ 418,508 $ 393,049 $ 420,414 $ 383,213
(1) Excludes deferred financing costs, debt premiums, and discounts
NOTE 8 • ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
Centerspace did not acquire new real estate during the three months ended March 31, 2025 and 2024.
DISPOSITIONS
Centerspace did not dispose of any real estate during the three months ended March 31, 2025. During the three months ended March 31, 2024, Centerspace disposed of two apartment communities in two exchange transactions for an aggregate sales price of $ 19.0 million. The dispositions for the three months ended March 31, 2024 are detailed below.
Three Months Ended March 31, 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 )
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.
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The chief executive officer and chief financial officer are the chief operating decision-makers (“CODM”). The CODMs evaluate each property’s operating results, using net operating income (“NOI”) to make decisions about resources to be allocated and to assess property performance, and do not group the properties based on geography, size, or type for this purpose. The Company defines NOI as total real estate revenues less property operating expenses, including real estate taxes. Centerspace believes that NOI is an important 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, including interest income and interest expense, property management expenses, loss on litigation settlement, casualty losses, and general and administrative expense.
The apartment communities have similar long-term economic characteristics and similar operating characteristics, such as type and length of lease, services offered to residents, and property management practices. No apartment community comprises more than 10% of consolidated revenues, profits, or assets. Accordingly, the apartment communities are aggregated into a single reportable segment, Multifamily. “All other” is composed of non-multifamily properties, non-multifamily components of mixed-use properties and apartment communities the Company has disposed or designated as held for sale, which did not meet the aggregation criteria.
The following tables present NOI for the three months ended March 31, 2025 and 2024, respectively, along with reconciliations to net income (loss) as reported 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 March 31, 2025 Multifamily All Other Total
Revenue $ 66,244 $ 849 $ 67,093
Property operating expenses
On-site compensation (1)
6,872 — 6,872
Repairs and maintenance (2)
3,142 47 3,189
Utilities 4,810 47 4,857
Administrative and marketing 1,557 2 1,559
Insurance 2,570 21 2,591
Real estate taxes 7,440 223 7,663
Net operating income $ 39,853 $ 509 $ 40,362
Property management expense ( 2,433 )
Casualty loss
( 532 )
Depreciation and amortization ( 27,654 )
General and administrative expenses ( 4,997 )
Interest expense ( 9,635 )
Interest and other income 708
Net loss
$ ( 4,181 )
(1) On-site compensation for administration, leasing, and maintenance personnel.
(2) Includes turnover expense.
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(in thousands)
Three Months Ended March 31, 2024 Multifamily All Other Total
Revenue $ 63,339 $ 1,167 $ 64,506
Property operating expenses
On-site compensation (1)
6,711 85 6,796
Repairs and maintenance (2)
3,262 118 3,380
Utilities 4,161 98 4,259
Administrative and marketing 1,617 14 1,631
Insurance 2,657 41 2,698
Real estate taxes 6,152 153 6,305
Net operating income $ 38,779 $ 658 $ 39,437
Property management expense ( 2,330 )
Casualty loss
( 820 )
Depreciation and amortization ( 27,012 )
General and administrative expenses ( 4,623 )
Loss on sale of real estate and other investments
( 577 )
Interest expense ( 9,207 )
Interest and other income
340
Net loss
$ ( 4,792 )
(1) On-site compensation for administration, leasing, and maintenance personnel.
(2) Includes turnover expense.
Segment Assets and Accumulated Depreciation
Segment assets are summarized as follows as of March 31, 2025, and December 31, 2024, respectively, along with reconciliations to the Condensed Consolidated Financial Statements:
(in thousands)
As of March 31, 2025 Multifamily All Other Total
Segment assets
Property owned $ 2,465,813 $ 18,298 $ 2,484,111
Less accumulated depreciation ( 647,660 ) ( 4,708 ) ( 652,368 )
Total real estate investments $ 1,818,153 $ 13,590 $ 1,831,743
Cash and cash equivalents 11,916
Restricted cash 6,144
Other assets 43,281
Total Assets $ 1,893,084
(in thousands)
As of December 31, 2024 Multifamily All Other Total
Segment assets
Property owned $ 2,462,762 $ 17,979 $ 2,480,741
Less accumulated depreciation ( 621,446 ) ( 4,534 ) ( 625,980 )
Total real estate investments $ 1,841,316 $ 13,445 $ 1,854,761
Cash and cash equivalents 12,030
Restricted cash 1,099
Other assets 45,817
Total Assets $ 1,913,707
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.
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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-eight properties, consisting of approximately 5,162 apartment homes, are subject to limitations on taxable dispositions under agreements entered into with certain 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. As of March 31, 2025, Centerspace had unfunded commitments of $ 850,000 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 March 31, 2025, 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.
2025 LTIP Awards
Awards granted to employees on January 1, 2025, consisted of an aggregate of 25,121 time-based RSU awards and 11,870 performance RSUs based on total shareholder return (“TSR”). The time-based RSUs vest as to one-third of the shares on each of January 1, 2026, January 1, 2027, and January 1, 2028.
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 23,740 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, the risk-free interest rate 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 27.30 %, a risk-free interest rate of 4.27 %, and an expected life of 3 years. The share price at the grant date, January 1, 2025, was $ 66.15 per share.
Share-Based Compensation Expense
Total share-based compensation expense recognized in the Condensed Consolidated Financial Statements for all outstanding share-based awards was $ 858,000 and $ 749,000 for the three months ended March 31, 2025 and 2024, respectively.