CENTERSPACE 10-Q

Item 1. Financial Statements. INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands, except per share data) September 30, 2020 December 31, 2019 ASSETS Real estate investments Property owned $ 1,805,390 $ 1,643,078 Less accumulated depreciation ( 380,392 ) ( 349,122 ) 1,424,998 1,293,956 Unimproved land — 1,376 Mortgage loans receivable 17,986 16,140 Total real estate investments 1,442,984 1,311,472 Cash and cash equivalents 16,804 26,579 Restricted cash 2,199 19,538 Other assets 16,947 34,829 TOTAL ASSETS $ 1,478,934 $ 1,392,418 LIABILITIES, MEZZANINE EQUITY, AND EQUITY LIABILITIES Accounts payable and accrued expenses $ 58,596 $ 47,155 Revolving lines of credit 135,000 50,079 Notes payable, net of unamortized loan costs of $ 798 and $ 942 respectively 269,202 269,058 Mortgages payable, net of unamortized loan costs of $ 1,446 and $ 1,712 , respectively 313,065 329,664 TOTAL LIABILITIES $ 775,863 $ 695,956 COMMITMENTS AND CONTINGENCIES (NOTE 10) SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $ 100 par value, 166 units issued and outstanding at September 30, 2020 and December 31, 2019, aggregate liquidation preference of $ 16,560 ) $ 16,560 $ 16,560 EQUITY Series C Preferred Shares of Beneficial Interest (Cumulative redeemable preferred shares, no par value, $ 25 per share liquidation preference, 3,881 shares issued and outstanding at September 30, 2020, aggregate liquidation preference of $ 97,036 and 4,118 shares issued and outstanding at December 31, 2019, aggregate liquidation preference of $ 102,971 ) 93,530 99,456 Common Shares of Beneficial Interest (Unlimited authorization, no par value, 12,976 shares issued and outstanding at September 30, 2020 and 12,098 shares issued and outstanding at December 31, 2019) 968,436 917,400 Accumulated distributions in excess of net income ( 412,577 ) ( 390,196 ) Accumulated other comprehensive income (loss) ( 17,256 ) ( 7,607 ) Total shareholders’ equity $ 632,133 $ 619,053 Noncontrolling interests – Operating Partnership ( 1,018 units at September 30, 2020 and 1,058 units at December 31, 2019) 53,669 55,284 Noncontrolling interests – consolidated real estate entities 709 5,565 Total equity $ 686,511 $ 679,902 TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY $ 1,478,934 $ 1,392,418 See accompanying Notes to Condensed Consolidated Financial Statements. 3 Table of Contents INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 REVENUE $ 44,138 $ 47,436 $ 132,454 $ 139,978 EXPENSES Property operating expenses, excluding real estate taxes 13,129 14,485 38,957 43,231 Real estate taxes 5,402 5,425 16,277 16,231 Property management expense 1,442 1,553 4,341 4,552 Casualty loss 91 178 1,331 911 Depreciation and amortization 18,995 18,751 55,311 55,299 General and administrative expenses 3,077 3,448 9,707 10,803 TOTAL EXPENSES $ 42,136 $ 43,840 $ 125,924 $ 131,027 Operating income 2,002 3,596 6,530 8,951 Interest expense ( 6,771 ) ( 7,694 ) ( 20,622 ) ( 23,180 ) Loss on extinguishment of debt ( 4 ) ( 1,087 ) ( 21 ) ( 1,496 ) Interest and other income (loss) 281 498 ( 1,958 ) 1,390 Income (loss) before gain (loss) on sale of real estate and other investments, and gain (loss) on litigation settlement ( 4,492 ) ( 4,687 ) ( 16,071 ) ( 14,335 ) Gain (loss) on sale of real estate and other investments 25,676 39,105 25,486 39,774 Gain (loss) on litigation settlement — 300 — 6,586 NET INCOME (LOSS) $ 21,184 $ 34,718 $ 9,415 $ 32,025 Dividends to preferred unitholders ( 160 ) ( 160 ) ( 480 ) ( 377 ) Net (income) loss attributable to noncontrolling interests – Operating Partnership ( 1,387 ) ( 3,145 ) ( 248 ) ( 2,550 ) Net (income) loss attributable to noncontrolling interests – consolidated real estate entities ( 8 ) 183 132 913 Net income (loss) attributable to controlling interests 19,629 31,596 8,819 30,011 Dividends to preferred shareholders ( 1,607 ) ( 1,705 ) ( 4,921 ) ( 5,116 ) Discount (premium) on redemption of preferred shares ( 1 ) — 297 — NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ 18,021 $ 29,891 $ 4,195 $ 24,895 BASIC NET EARNINGS (LOSS) PER COMMON SHARE – BASIC $ 1.40 $ 2.57 $ 0.33 $ 2.11 DILUTED NET EARNINGS (LOSS) PER COMMON SHARE – DILUTED $ 1.38 $ 2.54 $ 0.33 $ 2.11 See accompanying Notes to Condensed Consolidated Financial Statements. 4 Table of Contents INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net income (loss) $ 21,184 $ 34,718 $ 9,415 $ 32,025 Other comprehensive income: Unrealized gain (loss) from derivative instrument ( 210 ) ( 2,251 ) ( 11,314 ) ( 8,963 ) (Gain) loss on derivative instrument reclassified into earnings 1,093 56 1,665 26 Total comprehensive income (loss) $ 22,067 $ 32,523 $ ( 234 ) $ 23,088 Net comprehensive (income) loss attributable to noncontrolling interests – Operating Partnership ( 1,451 ) ( 2,935 ) 516 ( 1,680 ) Net (income) loss attributable to noncontrolling interests – consolidated real estate entities ( 8 ) 183 132 913 Comprehensive income (loss) attributable to controlling interests $ 20,608 $ 29,771 $ 414 $ 22,321 See accompanying Notes to Condensed Consolidated Financial Statements. 5 Table of Contents INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited) (in thousands, except per share data) Nine Months Ended September 30, 2019 PREFERRED SHARES NUMBER OF COMMON SHARES COMMON SHARES ACCUMULATED DISTRIBUTIONS IN EXCESS OF NET INCOME ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) NONREDEEMABLE NONCONTROLLING INTERESTS TOTAL EQUITY Balance December 31, 2018 $ 99,456 11,942 $ 899,234 $ ( 429,048 ) $ ( 856 ) $ 74,663 $ 643,449 Net income (loss) attributable to controlling interests and nonredeemable noncontrolling interests 30,011 1,811 31,822 Change in fair value of derivatives ( 8,937 ) ( 8,937 ) Distributions - common shares and units ($ 2.10 per share and unit) ( 24,527 ) ( 2,673 ) ( 27,200 ) Distributions – Series C preferred shares ($ 1.2421875 per Series C share) ( 5,116 ) ( 5,116 ) Share-based compensation, net of forfeitures 11 1,452 1,452 Redemption of units for common shares 8 ( 511 ) 511 — Redemption of units for cash ( 8,135 ) ( 8,135 ) Shares repurchased ( 329 ) ( 18,023 ) ( 18,023 ) Acquisition of redeemable noncontrolling interests 4,529 4,529 Other ( 7 ) ( 83 ) ( 95 ) ( 178 ) Balance September 30, 2019 $ 99,456 11,625 $ 886,598 $ ( 428,680 ) $ ( 9,793 ) $ 66,082 $ 613,663 Nine Months Ended September 30, 2020 Balance December 31, 2019 $ 99,456 12,098 $ 917,400 $ ( 390,196 ) $ ( 7,607 ) $ 60,849 $ 679,902 Net income (loss) attributable to controlling interests and noncontrolling interests 8,819 116 8,935 Change in fair value of derivatives ( 9,649 ) ( 9,649 ) Distributions - common shares and units ($ 2.10 per share and unit) ( 26,576 ) ( 2,159 ) ( 28,735 ) Distributions – Series C preferred shares ($ 1.2421875 per Series C share) ( 4,921 ) ( 4,921 ) Share-based compensation, net of forfeitures 20 1,521 1,521 Sale of common shares, net 819 58,204 58,204 Redemption of units for common shares 40 ( 344 ) 344 — Redemption of units for cash ( 48 ) ( 48 ) Shares repurchased ( 5,926 ) — — 297 ( 5,629 ) Acquisition of noncontrolling interests - consolidated real estate entities ( 7,584 ) ( 4,637 ) ( 12,221 ) Other ( 1 ) ( 761 ) ( 87 ) ( 848 ) Balance September 30, 2020 $ 93,530 12,976 $ 968,436 $ ( 412,577 ) $ ( 17,256 ) $ 54,378 $ 686,511 See accompanying Notes to Condensed Consolidated Financial Statements. 6 Table of Contents INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited) (in thousands, except per share data) Three Months Ended September 30, 2019 PREFERRED SHARES NUMBER OF COMMON SHARES COMMON SHARES ACCUMULATED DISTRIBUTIONS IN EXCESS OF NET INCOME ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) NONREDEEMABLE NONCONTROLLING INTERESTS TOTAL EQUITY Balance June 30, 2019 $ 99,456 11,656 $ 888,541 $ ( 450,433 ) $ ( 7,598 ) $ 64,034 $ 594,000 Net income (loss) attributable to controlling interests and nonredeemable noncontrolling interests 31,596 2,962 34,558 Change in fair value of derivatives ( 2,195 ) ( 2,195 ) Distributions - common shares and units ($ 0.70 per share and unit) ( 8,138 ) ( 857 ) ( 8,995 ) Distributions – Series C preferred shares ($ 0.4140625 per Series C share) ( 1,705 ) ( 1,705 ) Share-based compensation, net of forfeitures 8 472 472 Redemption of units for common shares — 10 ( 10 ) — Redemption of units for cash ( 11 ) ( 11 ) Shares repurchased ( 39 ) ( 2,346 ) ( 2,346 ) Other — ( 79 ) ( 36 ) ( 115 ) Balance September 30, 2019 $ 99,456 11,625 $ 886,598 $ ( 428,680 ) $ ( 9,793 ) $ 66,082 $ 613,663 Three Months Ended September 30, 2020 Balance June 30, 2020 $ 93,579 12,827 $ 958,292 $ ( 421,515 ) $ ( 18,139 ) $ 53,290 $ 665,507 Net income (loss) attributable to controlling interests and noncontrolling interests 19,629 1,395 21,024 Change in fair value of derivatives 883 883 Distributions - common shares and units ($ 0.70 per share and unit) ( 9,083 ) ( 713 ) ( 9,796 ) Distributions – Series C preferred shares ($ 0.4140625 per Series C share) ( 1,607 ) ( 1,607 ) Share-based compensation, net of forfeitures — 554 554 Sale of common shares, net 145 10,063 10,063 Redemption of units for common shares 4 ( 462 ) 462 — Redemption of units for cash ( 25 ) ( 25 ) Shares repurchased ( 49 ) ( 1 ) ( 50 ) Other — ( 11 ) ( 31 ) ( 42 ) Balance September 30, 2020 $ 93,530 12,976 $ 968,436 $ ( 412,577 ) $ ( 17,256 ) $ 54,378 $ 686,511 7 Table of Contents INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Nine Months Ended September 30, 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 9,415 $ 32,025 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization, including amortization of capitalized loan costs 56,070 56,169 (Gain) loss on sale of real estate and other investments ( 25,486 ) ( 39,774 ) Realized (gain) loss on marketable securities 3,378 — (Gain) loss on litigation settlement — ( 1,349 ) Share-based compensation expense 1,521 1,452 Other, net 2,393 2,476 Changes in other assets and liabilities: Other assets ( 1,632 ) ( 705 ) Accounts payable and accrued expenses 1,599 1,348 Net cash provided by (used by) operating activities $ 47,258 $ 51,642 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of marketable securities 3,856 — Proceeds from repayment of mortgage loans receivable 10,020 — Increase in mortgages and notes receivable ( 18,187 ) ( 159 ) Proceeds from sale of real estate and other investments 43,669 93,804 Payments for acquisitions of real estate assets ( 168,411 ) ( 156,650 ) Payments for improvements of real estate assets ( 20,411 ) ( 11,860 ) Other investing activities 892 247 Net cash provided by (used by) investing activities $ ( 148,572 ) $ ( 74,618 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from mortgages payable — 59,900 Principal payments on mortgages payable ( 17,233 ) ( 145,279 ) Proceeds from revolving lines of credit 126,578 223,643 Principal payments on revolving lines of credit ( 41,656 ) ( 178,000 ) Proceeds from notes payable — 124,878 Payments for acquisition of noncontrolling interests – consolidated real estate entities ( 12,221 ) ( 1,260 ) Proceeds from issuance of common shares 58,204 — Repurchase of common shares — ( 18,023 ) Repurchase of Series C preferred shares ( 5,629 ) — Repurchase of partnership units ( 48 ) ( 8,135 ) Distributions paid to common shareholders ( 25,962 ) ( 32,925 ) Distributions paid to preferred shareholders ( 4,921 ) ( 5,116 ) Distributions paid to preferred unitholders ( 480 ) ( 377 ) Distributions paid to noncontrolling interests – Unitholders of the Operating Partnership ( 2,187 ) ( 3,630 ) Other financing activities ( 245 ) ( 117 ) Net cash provided by (used by) financing activities $ 74,200 $ 15,559 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 27,114 ) ( 7,417 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 46,117 19,256 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 19,003 $ 11,839 SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Accrued capital expenditures $ ( 297 ) $ 9 Distributions declared but not paid to common shareholders 9,796 — Gain on litigation settlement — 1,349 Real estate assets acquired through exchange of note receivable 17,663 — Note receivable exchanged through real estate acquisition ( 17,663 ) — Property acquired through issuance of Series D preferred units — 16,560 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 19,527 $ 22,746 8 Table of Contents INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Balance sheet description September 30, 2020 December 31, 2019 September 30, 2019 Cash and cash equivalents $ 16,804 $ 26,579 $ 8,500 Restricted cash 2,199 19,538 3,339 Total cash, cash equivalents and restricted cash $ 19,003 $ 46,117 $ 11,839 See accompanying Notes to Condensed Consolidated Financial Statements. 9 Table of Contents INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) for the nine months ended September 30, 2020 and 2019 NOTE 1 • ORGANIZATION Investors Real Estate Trust, collectively with our consolidated subsidiaries (“IRET,” “we,” “us,” or “our”), is a real estate investment trust (“REIT”) focused on the ownership, management, acquisition, redevelopment, and development of apartment communities. As of September 30, 2020, we owned interests in 67 apartment communities consisting of 11,910 apartment homes. NOTE 2 • BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION We conduct a majority of our business activities through our consolidated operating partnership, IRET Properties, 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 our accounts and the accounts of all our subsidiaries in which we maintain 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 certain joint venture entities in which the Operating Partnership has a general partner or controlling interest. These entities are consolidated into our operations, with noncontrolling interests reflecting the noncontrolling partners’ share of ownership, income, and expenses. SIGNIFICANT RISKS AND UNCERTAINTIES The COVID-19 pandemic is a source of significant risk and uncertainty that could have an adverse impact on our business. The COVID-19 pandemic has adversely impacted the global economy and financial markets, and multifamily residents and commercial tenants have experienced financial hardship or closures. The extent to which the COVID-19 pandemic could have an adverse effect on our financial condition, results of operations, and cash flows is uncertain and will depend on future developments. The COVID-19 pandemic has not had a material adverse impact on our financial condition, results of operations, and cash flows for the nine months ended September 30, 2020; however, we continue to monitor the impact of the COVID-19 pandemic on all aspects of our business and cannot predict the impact it may have on our financial condition, results of operations, and cash flows in the future. UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Our 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 our 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 our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 19, 2020. 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. 10 Table of Contents RECENT ACCOUNTING PRONOUNCEMENTS The following table provides a brief description of recent accounting standards updates (“ASUs”). Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments; ASU 2018-19, Codification Improvements to Topic 326; ASU 2019-05, Financial Instruments - Credit Losses - Targeted Transition Relief These ASUs require entities to estimate a lifetime expected credit loss for most financial assets, such as loans and other financial instruments, and to present the net amount expected to be collected. In 2018, another ASU was issued to amend ASU 2016-13, which clarifies that it does not apply to operating lease receivables. In 2019, an additional ASU was issued to provide transition relief in which an entity is allowed to elect the fair value option on an instrument-by-instrument basis for eligible instruments, upon adoption of Topic 326. These ASUs are effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted. We elected the fair value option for all of our mortgages and notes receivable at January 1, 2020, as allowed by ASU 2019-05. As a result, we do not have any receivables or other financial instruments to which we are applying this standard. ASU 2018-13, Fair Value Measurements (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirement for Fair Value Measurements This ASU eliminates certain disclosure requirements affecting all levels of measurement, and modifies and adds new disclosure requirements for Level 3 measurements. This ASU is effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted. The new standard did not have a material impact on our condensed consolidated financial statements but did require additional disclosures. ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting This ASU contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. This ASU is optional and may be elected over time. We are currently evaluating the practical expedients and the impact they may have on our condensed consolidated financial statements. ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity This ASU simplifies accounting for convertible instruments and removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. This ASU also simplifies the diluted earnings per share calculation in certain areas and provides updated disclosure requirements. This ASU is effective for annual reporting periods beginning after December 15, 2021. Early adoption is permitted. We are currently evaluating the ASU and the impact it may have on our condensed consolidated financial statements. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH As of September 30, 2020, restricted cash consisted primarily of escrows held by lenders for real estate taxes, insurance, and capital additions. LEASES Effective January 1, 2019, we adopted ASUs 2016-02, 2018-10, 2018-11, 2018-20, and 2019-01 related to leases using the modified retrospective approach. We elected to adopt the package of practical expedients permitted under the transition guidance, which permits us to not reassess prior conclusions about lease identification, classification, and initial direct costs under the new standard, and the practical expedient related to land easements, which allows us to not evaluate existing or expired land easements that were not previously accounted for under ASC 840. We made an accounting policy election to exclude leases in which we are a lessee with a term of 12 months or less from the balance sheet. As a lessor, we primarily lease multifamily apartment homes which qualify as operating leases with terms that are generally one year or less. Rental revenues are recognized in accordance with ASC 842, Leases , using a method that represents a straight-line basis over the term of the lease. Rental income represents approximately 98.4 % of our total revenues and includes gross market 11 Table of Contents rent less adjustments for concessions, vacancy loss, and bad debt. Other property revenues represent the remaining 1.6 % of our total revenues and are primarily driven by other fee income, which is typically recognized when earned, at a point in time. Some of our 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. Beginning in April 2020, we offered multifamily residents suffering from financial hardship related to the COVID-19 pandemic the option to apply for a rent deferral. We elected to account for these accommodations as though enforceable rights and obligations for the accommodation existed without evaluating if such a right or obligation existed under the lease agreement, as allowed by the FASB Q&A released on April 10, 2020 related to lease modification guidance under ASC 842. The accommodations were recognized as variable lease payments. As of September 30, 2020, approximately $ 59,000 remained outstanding under the rent deferral agreements offered to multifamily residents. We also abated rent, common area maintenance, and real estate taxes for commercial tenants that experienced government-mandated interruptions or closures of their businesses. The accommodations were recognized as variable lease payments, as allowed by the FASB Q&A released on April 10, 2020. D uring the three and nine months ended September 30, 2020, we recognized a reduction in revenue of $ 136,000 and $ 538,000 , respectively, due to the abatement of amounts due from our commercial tenants. Many of our leases co ntain non-lease components for utility reimbursement from our residents and common area maintenance from our commercial tenants. We have 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 our commercial operating leases, excluding any variable lease income and non-lease components, as of September 30, 2020, was as follows: (in thousands) 2020 (remainder) $ 677 2021 3,023 2022 3,025 2023 2,848 2024 2,312 Thereafter 4,975 Total scheduled lease income - commercial operating leases $ 16,860 REVENUES 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: • O ther property revenue: We recognize revenue for rental related income not included as a component of a lease, such as application fees, as earned. • Gains or losses on sales of real estate: A gain or loss is recognized 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. The following table presents the disaggregation of revenue streams for the three and nine months ended September 30, 2020: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, Revenue Stream Applicable Standard 2020 2019 2020 2019 Fixed lease income - operating leases Leases $ 41,712 $ 45,164 $ 125,555 $ 133,248 Variable lease income - operating leases Leases 1,729 1,367 4,811 3,999 Other property revenue Revenue from contracts with customers 697 905 2,088 2,731 Total revenue $ 44,138 $ 47,436 $ 132,454 $ 139,978 12 Table of Contents IMPAIRMENT OF LONG-LIVED ASSETS We evaluate our long-lived assets, including investments in real estate, for impairment indicators at least quarterly. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each property, and legal and environmental concerns. If indicators exist, we compare the expected future undiscounted cash flows for the property against the carrying amount of that property. If the sum of the estimated undiscounted cash flows is less than the carrying amount, an impairment loss is recorded for the difference between the estimated fair value and the carrying amount. If our anticipated holding period for properties, the estimated fair value of properties, or other factors change based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates, and capital requirements that could differ materially from actual results. Reducing planned property holding periods may increase the likelihood of recording impairment losses. During the three and nine months ended September 30, 2020 and 2019, we recorded no impairment charges. MORTGAGE LOANS RECEIVABLE AND NOTES RECEIVABLE In August 2017, we sold 13 multifamily communities in exchange for cash and an $ 11.0 million note secured by a mortgage on the assets. As of September 30, 2020, the note was paid in full. As of December 31, 2019, the balance of the note was $ 10.0 million, with 12 communities remaining in the pool of assets used to secure the mortgage. During the nine months ended September 30, 2020 and 2019, we received and recognized approximately $ 279,000 and $ 428,000 of interest income, respectively. In July 2017, we originated a $ 16.2 million loan in a multifamily development located in New Hope, Minnesota, a Minneapolis suburb. We funded an additional $ 341,000 upon satisfaction of certain conditions set forth in the loan agreement. During the nine months ended September 30, 2020, we executed the purchase option for the apartment community (refer to Note 8 for details on acquisition). This note was paid in full as part of our acquisition of this apartment community. As of December 31, 2019, the balance of the note was $ 16.6 million. In December 2019, we originated a $ 29.9 million construction loan and a $ 15.3 million mezzanine loan for the development of a multifamily development located in Minneapolis, Minnesota. In conjunction with the loans, we received a guaranty for the substantial completion of the project improvements from an investment grade guarantor. The construction and mezzanine loans bear interest at 4.5 % and 11.5 %, respectively. As of September 30, 2020 and December 31, 2019, we had funded $ 18.0 million and $ 6.2 million, respectively, of the construction loan, which appears within mortgage loans receivable in our condensed consolidated balance sheets. The loans are secured by mortgages and mature on December 31, 2023, and the agreement provides us with an option to purchase the development. The loans represent an investment in an unconsolidated variable interest entity. We are not the primary beneficiary of the variable interest entity ("VIE") as we do not have the power to direct the activities which most significantly impact the entity’s economic performance nor do we have significant influence over the entity. In March 2020, in connection with our acquisition of Ironwood, an apartment community in New Hope, Minnesota, we acquired a tax increment financing note receivable ("TIF") with a principal balance of $ 6.6 million, which appears within other assets in our condensed consolidated balance sheets. The note bears an interest rate of 4.5 % with payments due in February and August of each year. VARIABLE INTEREST ENTITIES We have determined that our Operating Partnership and each of our less-than-wholly owned real estate partnerships are VIEs, as the limited partners or the functional equivalent of limited partners lack substantive kick-out rights and substantive participating rights. We are the primary beneficiary of the VIEs, and the VIEs are required to be consolidated on our balance sheet because we have a controlling financial interest in the VIEs and have 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 our Operating Partnership is a VIE, all of our assets and liabilities are held through a VIE. During the nine months ended September 30, 2020, we acquired the 47.4 % noncontrolling interests in the real estate partnership that owns 71 France for $ 12.2 million. 13 Table of Contents MARKETABLE SECURITIES Marketable securities consisted of equity securities. We report equity securities at fair value based on quoted market prices (Level 1 inputs). Any unrealized gains or losses are included in interest and other income on the consolidated statements of operations. As of September 30, 2020, we had no marketable securities. As of December 31, 2019, the cost basis of marketable securities was $ 6.9 million, the gross unrealized gain was $ 113,000 , and the carrying value was $ 7.1 million. During the nine months ended September 30, 2020, we had a realized loss of $ 3.4 million arising from the disposal of such securities. NOTE 3 • EARNINGS PER SHARE Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of our common shares of beneficial interest (“common shares”) outstanding during the period. We have issued restricted stock units (“RSUs”) and incentive stock options ("ISOs") under our 2015 Incentive Plan and Series D Convertible Preferred Units ("Series D preferred units"), which could have a dilutive effect on our earnings per share upon exercise of the RSUs or ISOs or upon conversion of the Series D preferred units (refer to Note 4 for further discussion of the Series D preferred units). Other than the issuance of RSUs, ISOs, and Series D preferred units, we have no outstanding options, warrants, convertible stock or other contractual obligations requiring issuance of additional shares that would result in dilution of earnings. Under the terms of the Operating Partnership’s Agreement of Limited Partnership, limited partners have the right to require the Operating Partnership to redeem their limited partnership units (“Units”) any time following the first anniversary of the date they acquired such Units (“Exchange Right”). Upon the exercise of Exchange Rights, and in our sole discretion, we may issue common shares in exchange for Units on a one -for-one basis. Performance-based RSUs of 27,506 and 37,822 for the three months ended September 30, 2020 and 2019, respectively, and 27,506 and 37,822 for the nine months ended September 30, 2020 and 2019, respectively, were excluded from the calculation of diluted earnings per share because they were anti-dilutive. For the nine months ended September 30, 2020, Series D preferred units of 228,000 and time-based RSUs of 13,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive. For the three and nine months ended September 30, 2020, weighted average stock options of 140,554 and 68,292 , respectively, were excluded from the calculation of diluted earnings per share because the assumed proceeds per share plus the average unearned compensation were greater than the average market price of common shares for the periods ended and, therefore were anti-dilutive. The following table presents a reconciliation of the numerator and denominator used to calculate basic and diluted earnings per share reported in the condensed consolidated financial statements for the three and nine months ended September 30, 2020 and 2019: (in thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 NUMERATOR Net income (loss) attributable to controlling interests $ 19,629 $ 31,596 $ 8,819 $ 30,011 Dividends to preferred shareholders ( 1,607 ) ( 1,705 ) ( 4,921 ) ( 5,116 ) Redemption of preferred shares ( 1 ) — 297 — Numerator for basic earnings (loss) per share – net income available to common shareholders 18,021 29,891 4,195 24,895 Noncontrolling interests – Operating Partnership 1,387 3,145 248 2,550 Dividends to preferred unitholders 160 160 480 377 Numerator for diluted earnings (loss) per share $ 19,568 $ 33,196 $ 4,923 $ 27,822 DENOMINATOR Denominator for basic earnings per share weighted average shares 12,885 11,625 12,424 11,705 Effect of redeemable operating partnership units 1,020 1,223 1,039 1,282 Effect of Series D preferred units 228 228 — 181 Effect of dilutive restricted stock units and stock options 10 11 — 6 Denominator for diluted earnings per share 14,143 13,087 13,463 13,174 NET EARNINGS (LOSS) PER COMMON SHARE – BASIC $ 1.40 $ 2.57 $ 0.33 $ 2.11 NET EARNINGS (LOSS) PER COMMON SHARE – DILUTED $ 1.38 $ 2.54 $ 0.33 $ 2.11 14 Table of Contents NOTE 4 • EQUITY AND MEZZANINE EQUITY Operating Partnership Units. The Operating Partnership had 1.0 million and 1.1 million outstanding Units at September 30, 2020 and December 31, 2019, respectively. Common Shares and Equity Awards . Common shares outstanding on September 30, 2020 and December 31, 2019, totaled 13.0 million and 12.1 million, respectively. There were 297 and 20,998 shares issued upon the vesting of equity awards under our 2015 Incentive Plan during the three and nine months ended September 30, 2020, respectively, with a total grant-date fair value of $ 17,000 and $ 1.0 million, respectively. During the three and nine months ended September 30, 2019, we issued 8,662 and 15,380 shares upon the vesting of equity awards under our 2015 Incentive Plan, respectively, with a total grant-date fair value of $ 473,000 and $ 930,000 , respectively. These shares vest based on performance and service criteria. Equity Distribution Agreement. We have an equity distribution agreement in connection with an at-the-market offering ("2019 ATM Program") through which we may offer and sell common shares having an aggregate sales price of up to $ 150.0 million, in amounts and at times as we determine. The proceeds from the sale of common shares under the 2019 ATM Program are intended to be used for general purposes, which may include the funding of future 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 nine months ended September 30, 2020. As of September 30, 2020, common shares having an aggregate offering price of up to $ 69.2 million remained available under the 2019 ATM Program. (in thousands, except per share amounts) Three Months Ended September 30, Number of Common Shares Total Consideration (1) Average Price Per Share (1) 2020 145 $ 10,218 $ 70.55 Nine Months Ended September 30, 2020 819 $ 57,528 $ 70.23 (1) Total consideration is net of $ 156,000 and $ 890,000 in commissions during the three and nine months ended September 30, 2020, respectively, and issuance costs. Exchange Rights . Pursuant to the exercise of exchange rights, we redeemed Units for cash during the three and nine months ended September 30, 2020 and 2019 as detailed in the table below. (in thousands, except per Unit amounts) Three Months Ended September 30, Number of Units Aggregate Cost (1) Average Price Per Unit 2020 — $ 26 $ 71.52 2019 — $ 11 $ 62.10 Nine Months Ended September 30, 2020 1 $ 48 $ 70.10 2019 136 $ 8 $ 59.99 (1) The redemption price is determined using the volume weighted average price for the ten trading days prior to the date a unitholder provides notification of their intent to redeem units. We also redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three and nine months ended September 30, 2020 and 2019 as detailed in the table below. (in thousands) Three Months Ended September 30, Number of Units Total Book Value 2020 4 $ ( 462 ) 2019 — $ 10 Nine Months Ended September 30, 2020 40 $ ( 344 ) 2019 8 $ ( 511 ) Share Repurchase Program . On December 5, 2019, our Board of Trustees terminated the existing share repurchase program and authorized a new share repurchase program to repurchase up to $ 50 million of our common or preferred shares over a one -year period. Under this new repurchase program, we may repurchase common or preferred shares in open-market purchases, 15 Table of Contents including pursuant to Rule 10b5-1 and Rule 10b-18 plans, as determined by management and in accordance with the requirements of the SEC. The extent to which we repurchase our shares, and the timing of repurchases, will depend on a variety of factors, including market conditions, regulatory requirements, and other corporate considerations, as determined by the executive management team. This program may be suspended or discontinued at any time. As of September 30, 2020, $ 44.4 million remained available under our share repurchase program. Common shares and Series C Preferred Shares repurchased during the three and nine months ended September 30, 2020 and 2019 are detailed in the table below. (in thousands, except per share amounts) Three Months Ended September 30, Number of Common Shares Number of Preferred Shares Aggregate Cost (1) Average Price Per Share (1) 2020 — 2 $ 49 $ 25.49 2019 39 — $ 2,346 $ 59.57 Nine Months Ended September 30, 2020 — 237 $ 5,628 $ 23.75 2019 329 — $ 18,023 $ 54.69 (1) Amount includes commissions. Series C Preferred Shares. Series C preferred shares outstanding were 3.9 million and 4.1 million shares at September 30, 2020 and December 31, 2019, respectively. The Series C preferred shares are nonvoting and redeemable for cash at $ 25.00 per share at our option after October 2, 2022. Holders of these shares are entitled to cumulative distributions, payable quarterly (as and if declared by the Board of Trustees). Distributions accrue at an annual rate of $ 1.65625 per share, which is equal to 6.625 % of the $ 25.00 per share liquidation preference ($ 97.0 million liquidation preference in the aggregate). Series D Preferred Units (Mezzanine Equity). On February 26, 2019, we issued 165,600 newly created Series D preferred units at an issuance price of $ 100 per preferred unit as partial consideration for the acquisition of SouthFork Townhomes. 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, representing a conversion exchange rate of $ 72.50 per unit. Changes in the redemption value are charged to common shares on our condensed consolidated balance sheets from period to period. The holders of the Series D preferred units do not have any 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 As of September 30, 2020, we owned 67 apartment communities, of which 22 served as collateral for mortgage loans. All of these mortgage loans were non-recourse to us other than for standard carve-out obligations. As of September 30, 2020, we believe that there are no material defaults or instances of noncompliance in regards to any of these mortgages payable. As of September 30, 2020, 45 of our apartment communities were not encumbered by mortgages, with 41 of those properties providing credit support for our unsecured borrowings. Our primary unsecured credit facility ("unsecured credit facility") is a revolving, multi-bank line of credit, with the Bank of Montreal serving as administrative agent. Our line of credit has total commitments and borrowing capacity of $ 250.0 million, based on the value of properties contained in the unencumbered asset pool ("UAP"). As of September 30, 2020, the additional borrowing availability was $ 115.0 million beyond the $ 135.0 million drawn, including the balance on our operating line of credit (discussed below). The unsecured credit facility matures on August 31, 2022, with one twelve -month option to extend the maturity date at our election. Under our unsecured credit facility, we also have unsecured term loans of $ 70.0 million and $ 75.0 million, included within notes payable on the condensed consolidated balance sheets, which mature on January 15, 2024 and on August 31, 2025, respectively. The interest rates on the line of credit and term loans are based, at our option, on either the lender's base rate plus a margin, ranging from 35-85 basis points, or the London Interbank Offered Rate ("LIBOR"), plus a margin that ranges from 135-190 basis points based on our consolidated leverage ratio, as defined under our Second Amended and Restated Credit Agreement. Our unsecured credit facility and unsecured senior notes are subject to customary financial covenants and limitations. We believe that we are in compliance with all such financial covenants and limitations as of September 30, 2020. We have a private shelf agreement for the issuance of up to $ 150.0 million of unsecured senior promissory notes ("unsecured senior notes"). Under this agreement, we issued $ 75.0 million of Series A notes due September 13, 2029 bearing interest at a 16 Table of Contents rate of 3.84 % annually and $ 50.0 million of Series B notes due September 30, 2028 bearing interest at a rate of 3.69 % annually. We have $ 25.0 million remaining available under the private shelf agreement. We also have a $ 6.0 million operating 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 August 1, 2021, with pricing based on a market spread plus the one-month LIBOR index rate. The following table summarizes our indebtedness at September 30, 2020: (in thousands) September 30, 2020 December 31, 2019 Weighted Average Maturity in Years at September 30, 2020 Lines of credit $ 135,000 $ 50,079 2.2 Term loans (1) 145,000 145,000 4.4 Unsecured senior notes (1) 125,000 125,000 8.8 Unsecured debt 405,000 320,079 5.0 Mortgages payable - fixed 314,511 331,376 5.5 Total debt $ 719,511 $ 651,455 5.2 Weighted average interest rate on lines of credit (rate with swap) 3.24 % 3.81 % Weighted average interest rate on term loans (rate with swap) 4.14 % 4.11 % Weighted average interest rate on unsecured senior notes 3.78 % 3.78 % Weighted average interest rate on mortgages payable 3.99 % 4.02 % Weighted average interest rate on total debt 3.68 % 3.97 % (1) Included within notes payable on our condensed consolidated balance sheets. The aggregate amount of required future principal payments on term loans, unsecured senior notes, and mortgages payable as of September 30, 2020, was as follows: (in thousands) 2020 (remainder) $ 1,336 2021 40,395 2022 37,219 2023 45,068 2024 73,777 Thereafter 386,716 Total payments $ 584,511 NOTE 6 • DERIVATIVE INSTRUMENTS Our objective in using interest rate derivatives is to add stability to interest expense and to manage our exposure to interest rate fluctuations. To accomplish this objective, we primarily use interest rate swap contracts to fix the variable interest rate on our term loans and a portion of our primary line of credit. The interest rate swap contracts qualify as cash flow hedges. Under ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities , the ineffective portion of a hedging instrument is not required to be recognized currently in earnings or disclosed. Changes in the fair value of cash flow hedges are recorded in accumulated other comprehensive income ("OCI") and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income for our interest rate swaps will be reclassified to interest expense as interest expense is incurred on our term loans and the hedged portion of our primary line of credit. During the next twelve months, we estimate an additional $ 4.4 million will be reclassified as an increase to interest expense. At September 30, 2020 and December 31, 2019 , we had a $ 50.0 million interest rate swap to fix the interest rate on a portion of our primary line of credit. At September 30, 2020 and December 31, 2019 , we had three interest rate swap contracts in effect with a notional amount of $ 195.0 million and one additional interest rate swap that becomes effective on January 31, 2023, with a notional amount of $ 70.0 million. 17 Table of Contents The table below presents the fair value of our derivative financial instruments as well as their classification on our Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 . (in thousands) September 30, 2020 December 31, 2019 Balance Sheet Location Fair Value Fair Value Total derivative instruments designated as hedging instruments - interest rate swaps Accounts Payable and Accrued Expenses $ 17,256 $ 7,607 The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations as of September 30, 2020 and 2019. (in thousands) Gain (Loss) Recognized in OCI Location of Gain (Loss) Reclassified from Accumulated OCI into Income Gain (Loss) Reclassified from Accumulated OCI into Income Three months ended September 30, 2020 2019 2020 2019 Total derivatives in cash flow hedging relationships - Interest rate contracts $ ( 210 ) $ ( 2,251 ) Interest expense $ ( 1,093 ) $ ( 56 ) Nine months ended September 30, Total derivatives in cash flow hedging relationships - Interest rate contracts $ ( 11,314 ) $ ( 9,819 ) Interest expense $ ( 1,665 ) $ ( 26 ) 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, we apply FASB ASC 820, " Fair Value Measurement and Disclosures. " Fair value hierarchy under ASC 820 distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entity’s own assumptions about market participant assumptions (Level 3). Fair value estimates may differ from the amounts that may ultimately be realized upon sale or disposition of the assets and liabilities. Fair Value Measurements on a Recurring Basis (in thousands) Total Level 1 Level 2 Level 3 September 30, 2020 Assets Mortgages and notes receivable $ 24,315 — — $ 24,315 Liabilities Derivative instruments - interest rate swaps $ 17,256 — — $ 17,256 December 31, 2019 Liabilities Derivative instruments - interest rate swaps $ 7,607 $ — — $ 7,607 The fair value of our interest rate swaps is determined using the market standard methodology of netting discounted expected variable cash payments and receipts. The variable cash payments and receipts are based on an expectation of future interest rates (a forward curve) derived from observable market interest rate curves. We also consider both our own nonperformance risk and the counterparty's nonperformance risk in the fair value measurement (Level 3). Effective January 1, 2020, we elected the fair value option for our mortgage loans receivable and notes receivable, as allowed under ASU 2019-05 which provided transition relief upon adoption of ASU 2016-13, "Financial Instruments - Credit Losses." We utilize an income approach with level 3 inputs based on expected future cash flows to value these instruments. The inputs include market transactions for similar instruments, management estimates of comparable interest rates (range of 3.75 % to 18 Table of Contents 5.0 %), 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 our condensed consolidated statements of operations. (in thousands) Fair Value Measurement at September 30, 2020 Other Gains (Losses) Interest Income Total Changes in Fair Value Included in Current-Period Earnings Three months ended September 30, Mortgage loans and notes receivable $ 24,315 $ 3 $ 260 $ 263 Nine months ended September 30, Mortgage loans and notes receivable $ 24,315 $ 8 $ 1,114 $ 1,122 Fair Value Measurements on a Nonrecurring Basis There were no non-financial assets or liabilities measured at fair value on a nonrecurring basis at September 30, 2020 and December 31, 2019. Financial Assets and Liabilities Not Measured at Fair Value The fair value of mortgages payable are estimated based on the discounted cash flows of the loans using market research and management estimates of comparable interest rates (Level 3). The estimated fair values of our financial instruments as of September 30, 2020 and December 31, 2019, respectively, are as follows: (in thousands) September 30, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value FINANCIAL ASSETS Cash and cash equivalents $ 16,804 $ 16,804 $ 26,579 $ 26,579 Restricted cash $ 2,199 $ 2,199 $ 19,538 $ 19,538 Mortgage and note receivable (2) — — $ 32,810 $ 32,810 FINANCIAL LIABILITIES Revolving lines of credit (1) $ 135,000 $ 135,000 $ 50,079 $ 50,079 Term loans (1) $ 145,000 $ 145,000 $ 145,000 $ 145,000 Unsecured senior notes $ 125,000 $ 131,151 $ 125,000 $ 126,816 Mortgages payable $ 314,511 $ 331,423 $ 331,376 $ 332,471 (1) Excluding the effect of interest rate swap agreements. Refer to Note 6 for discussion on the fair value of the interest rate swap agreements. (2) As of January 1, 2020, we elected the fair value option, as allowed under ASU 2019-05. Fair value for these instruments is discussed within the Fair Value Measurements on a Recurring Basis section above. NOTE 8 • ACQUISITIONS AND DISPOSITIONS ACQUISITIONS We acquired $ 144.8 million in new real estate during the three months ended September 30, 2020, compared to $ 125.3 million in the three months ended September 30, 2019. Our acquisitions during the nine months ended September 30, 2020 and 2019 are detailed below. 19 Table of Contents Nine Months Ended September 30, 2020 Date Acquired (in thousands) Total Acquisition Cost Form of Consideration Investment Allocation Acquisitions Cash Other (1) Land Building Intangible Assets Other (2) 182 homes - Ironwood Apartments - New Hope, MN March 5, 2020 $ 46,263 $ 28,600 $ 17,663 $ 2,165 $ 36,869 $ 824 $ 6,405 465 homes - Parkhouse Apartment Homes - Thornton, CO September 22, 2020 144,750 144,750 — 10,474 132,105 2,171 — Total Acquisitions $ 191,013 $ 173,350 $ 17,663 $ 12,639 $ 168,974 $ 2,995 $ 6,405 (1) Payoff of note receivable and accrued interest by seller at closing. (2) Consists of TIF note acquired. Refer to Note 2 for further discussion. Nine Months Ended September 30, 2019 Date Acquired (in thousands) Total Acquisition Cost Form of Consideration Investment Allocation Acquisitions Cash Units (1) Land Building Intangible Assets Multifamily 272 homes - SouthFork Townhomes - Lakeville, MN February 26, 2019 $ 44,000 $ 27,440 $ 16,560 $ 3,502 $ 39,950 $ 548 96 homes - FreightYard Townhomes and Flats - Minneapolis, MN September 6, 2019 26,000 26,000 — 1,889 23,615 496 328 homes - Lugano at Cherry Creek - Denver, CO (2) September 25, 2019 99,250 99,250 — 7,679 89,365 1,781 $ 169,250 $ 152,690 $ 16,560 $ 13,070 $ 152,930 $ 2,825 Other Minot 3100 10th St SW - Minot, ND May 23, 2019 $ 2,112 $ 2,112 — $ 246 $ 1,866 — Total Acquisitions $ 171,362 $ 154,802 $ 16,560 $ 13,316 $ 154,796 $ 2,825 (1) Value of Series D preferred units at the acquisition date. (2) Investment allocation excludes a $ 425,000 acquisition credit related to retail space lease-up. DISPOSITIONS During the three months ended September 30, 2020, we disposed of four apartment communities and one commercial property for a total sale price of $ 43.0 million. During the three months ended September 30, 2019, we sold six apartment communities and one parcel of unimproved land for a total sale price of $ 85.0 million. The following tables detail our dispositions for the nine months ended September 30, 2020 and 2019. 20 Table of Contents Nine Months Ended September 30, 2020 (in thousands) Dispositions Date Disposed Sale Price Book Value and Sales Cost Gain/(Loss) Multifamily 268 homes - Forest Park - Grand Forks, ND August 18, 2020 $ 19,625 $ 6,884 $ 12,741 90 homes - Landmark - Grand Forks, ND August 18, 2020 3,725 1,348 2,377 164 homes - Southwind - Grand Forks, ND August 18, 2020 10,850 4,573 6,277 168 homes - Valley Park - Grand Forks, ND August 18, 2020 8,300 4,059 4,241 $ 42,500 $ 16,864 $ 25,636 Other Dakota West August 7, 2020 $ 500 $ 474 $ 26 Unimproved Land Rapid City Land - Rapid City, SD June 29, 2020 $ 1,300 $ 1,490 $ ( 190 ) Total Dispositions $ 44,300 $ 18,828 $ 25,472 Nine Months Ended September 30, 2019 (in thousands) Dispositions Date Disposed Sale Price Book Value and Sale Cost Gain/(Loss) Multifamily 21 homes - Pinehurst - Billings, MT July 26, 2019 $ 1,675 $ 961 $ 714 160 homes - Brookfield Village - Topeka, KS September 24, 2019 10,350 5,853 4,497 220 homes - Crown Colony - Topeka, KS September 24, 2019 17,200 7,876 9,324 54 homes - Mariposa - Topeka, KS September 24, 2019 6,100 4,290 1,810 300 homes - Sherwood - Topeka, KS September 24, 2019 26,150 11,536 14,614 308 homes - Villa West - Topeka, KS September 24, 2019 22,950 15,165 7,785 $ 84,425 $ 45,681 $ 38,744 Other Minot 1400 31st Ave SW - Minot, ND May 23, 2019 $ 6,530 $ 6,048 $ 482 Unimproved Land Creekside Crossing - Bismarck, ND March 1, 2019 $ 3,049 $ 3,205 $ ( 156 ) Minot 1525 24th Ave SW - Minot, ND April 3, 2019 725 593 132 Weston - Weston, WI July 31, 2019 600 427 173 $ 4,374 $ 4,225 $ 149 Total Dispositions $ 95,329 $ 55,954 $ 39,375 NOTE 9 • SEGMENT REPORTING We operate in a single reportable segment which includes the ownership, management, development, redevelopment, and acquisition of apartment communities. Each of our operating properties is considered a separate operating segment because each property earns revenues, incurs expenses, and has discrete financial information. Our 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. Our apartment communities have similar long-term economic characteristics and provide similar products and services to our residents. No apartment community comprises more than 10% of consolidated revenues, profits, or assets. Accordingly, our apartment communities are aggregated into a single reportable segment. "All other" includes non-multifamily components of mixed-use properties and apartment communities we have sold. Our executive management team comprises our chief operating decision-makers. This team measures the performance of our reportable segment based on net operating income (“NOI”), which we define as total real estate revenues less property operating expenses, including real estate taxes. We believe that NOI is an important supplemental measure of operating performance for real estate because it provides a measure of operations that is unaffected by depreciation, amortization, 21 Table of Contents financing, property management overhead, casualty losses, and general and administrative expense. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income, net income available for common shareholders, or cash flow from operating activities as a measure of financial performance. The following tables present NOI for the three and nine months ended September 30, 2020 and 2019, respectively, along with reconciliations to net income in the condensed consolidated financial statements. Segment assets are also reconciled to total assets as reported in the condensed consolidated financial statements. (in thousands) Three Months Ended September 30, 2020 Multifamily All Other Total Revenue $ 42,463 $ 1,675 $ 44,138 Property operating expenses, including real estate taxes 17,910 621 18,531 Net operating income $ 24,553 $ 1,054 $ 25,607 Property management ( 1,442 ) Casualty gain (loss) ( 91 ) Depreciation and amortization ( 18,995 ) General and administrative expenses ( 3,077 ) Interest expense ( 6,771 ) Loss on debt extinguishment ( 4 ) Interest and other income 281 Income (loss) before gain (loss) on sale of real estate and other investments ( 4,492 ) Gain (loss) on sale of real estate and other investments 25,676 Net income (loss) $ 21,184 (in thousands) Three Months Ended September 30, 2019 Multifamily All Other Total Revenue $ 38,971 $ 8,465 $ 47,436 Property operating expenses, including real estate taxes 16,043 3,867 19,910 Net operating income $ 22,928 $ 4,598 $ 27,526 Property management ( 1,553 ) Casualty gain (loss) ( 178 ) Depreciation and amortization ( 18,751 ) General and administrative expenses ( 3,448 ) Interest expense ( 7,694 ) Loss on debt extinguishment ( 1,087 ) Interest and other income 498 Income (loss) before gain (loss) on sale of real estate and other investments and gain (loss) on litigation settlement ( 4,687 ) Gain (loss) on sale of real estate and other investments 39,105 Gain (loss) on litigation settlement 300 Net income (loss) $ 34,718 (in thousands) Nine Months Ended September 30, 2020 Multifamily All Other Total Revenue $ 126,296 $ 6,158 $ 132,454 Property operating expenses, including real estate taxes 52,403 2,831 55,234 Net operating income $ 73,893 $ 3,327 $ 77,220 Property management expenses ( 4,341 ) Casualty gain (loss) ( 1,331 ) Depreciation and amortization ( 55,311 ) General and administrative expenses ( 9,707 ) Interest expense ( 20,622 ) Loss on debt extinguishment ( 21 ) Interest and other income ( 1,958 ) Income (loss) before gain (loss) on sale of real estate and other investments ( 16,071 ) Gain (loss) on sale of real estate and other investments 25,486 Net income (loss) $ 9,415 22 Table of Contents (in thousands) Nine Months Ended September 30, 2019 Multifamily All Other Total Revenue $ 114,726 $ 25,252 $ 139,978 Property operating expenses, including real estate taxes 47,387 12,075 59,462 Net operating income $ 67,339 $ 13,177 $ 80,516 Property management expenses ( 4,552 ) Casualty gain (loss) ( 911 ) Depreciation and amortization ( 55,299 ) General and administrative expenses ( 10,803 ) Interest expense ( 23,180 ) Loss on debt extinguishment ( 1,496 ) Interest and other income 1,390 Income (loss) before gain (loss) on sale of real estate and other investments and gain (loss) on litigation settlement ( 14,335 ) Gain (loss) on sale of real estate and other investments 39,774 Gain (loss) on litigation settlement 6,586 Net income (loss) $ 32,025 Segment Assets and Accumulated Depreciation Segment assets are summarized as follows as of September 30, 2020, and December 31, 2019, respectively, along with reconciliations to the condensed consolidated financial statements: (in thousands) As of September 30, 2020 Multifamily All Other Total Segment assets Property owned $ 1,772,356 $ 33,034 $ 1,805,390 Less accumulated depreciation ( 369,523 ) ( 10,869 ) ( 380,392 ) Total property owned $ 1,402,833 $ 22,165 $ 1,424,998 Mortgage loans receivable 17,986 Cash and cash equivalents 16,804 Restricted cash 2,199 Other assets 16,947 Total Assets $ 1,478,934 (in thousands) As of December 31, 2019 Multifamily All Other Total Segment assets Property owned $ 1,572,530 $ 70,548 $ 1,643,078 Less accumulated depreciation ( 319,318 ) ( 29,804 ) ( 349,122 ) Total property owned $ 1,253,212 $ 40,744 $ 1,293,956 Unimproved land 1,376 Mortgage loans receivable 16,140 Cash and cash equivalents 26,579 Restricted cash 19,538 Other assets 34,829 Total Assets $ 1,392,418 NOTE 10 • COMMITMENTS AND CONTINGENCIES Litigation. In the ordinary course of our operations, we become involved in litigation. At this time, we know of no material pending or threatened legal proceedings, or other proceedings contemplated by governmental authorities, that would have a material impact on us. 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 we currently have no knowledge of any material violation of environmental laws, 23 Table of Contents ordinances, or regulations at any of our properties, there can be no assurance that areas of contamination will not be identified at any of our properties or that changes in environmental laws, regulations, or cleanup requirements would not result in material costs to us. Restrictions on Taxable Dispositions. Twenty of our properties, consisting of 4,032 apartment homes, are subject to restrictions on taxable dispositions under agreements entered into with some of the sellers or contributors of the properties and are effective for varying periods. We do not believe that the agreements materially affect the conduct of our business or our decisions whether to dispose of restricted properties during the restriction period because we generally hold these and our other properties for investment purposes rather than for sale. In addition, where we deem it to be in our shareholders' best interests to dispose of such properties, we generally seek to structure sales of such properties as tax deferred transactions under Section 1031 of the Internal Revenue Code. Otherwise, we may be required to provide tax indemnification payments to the parties to these agreements. NOTE 11 • SHARE-BASED COMPENSATION Share-based awards are provided to officers, non-officer employees, and trustees under our 2015 Incentive Plan approved by shareholders on September 15, 2015, as amended and restated on May 19, 2020 (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 425,000 shares over the ten -year period in which the plan is in effect. Under our 2015 Incentive Plan, officers and non-officer employees may earn share awards under a long-term incentive plan, 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. 2020 LTIP Awards Awards granted to officers on March 13, 2020, consist of an aggregate of 8,806 time-based RSU awards. All of these awards are classified as equity awards. The time-based RSU awards vest as to one-third of the shares on each of March 13, 2021, March 13, 2022, and March 13, 2023. Awards granted to officers on May 21, 2020, consist of an aggregate of 141,000 stock options, which vest as to 25% on each of May 21, 2021, January 1, 2022, January 1, 2023, and January 1, 2024. The fair value of stock options was $ 7.255 per share and was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: 2020 Exercise price $ 66.36 Risk-free rate 0.978 % Expected term 6.25 years Expected volatility 21.08 % Dividend yield 3.974 % Awards granted to trustees on May 19, 2020, consist of 8,272 time-based RSUs, which vest on May 19, 2021. These awards are classified as equity awards. Awards granted to employees on August 12, 2020, consist of 480 time-based RSUs, which vest on August 12, 2021. These awards are classified as equity awards. Share-Based Compensation Expense Share-based compensation expense recognized in the consolidated financial statements for all outstanding share-based awards was $ 1.5 million and $ 1.5 million for the nine months ended September 30, 2020 and 2019, respectively.