CENTERSPACE 10-Q

Item 1. Financial Statements. CENTERSPACE AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands, except per share data) March 31, 2021 December 31, 2020 ASSETS Real estate investments Property owned $ 1,883,407 $ 1,812,557 Less accumulated depreciation ( 408,014 ) ( 399,249 ) 1,475,393 1,413,308 Mortgage loans receivable at fair value 30,107 24,661 Total real estate investments 1,505,500 1,437,969 Cash and cash equivalents 10,816 392 Restricted cash 1,610 6,918 Other assets 18,427 18,904 TOTAL ASSETS $ 1,536,353 $ 1,464,183 LIABILITIES, MEZZANINE EQUITY, AND EQUITY LIABILITIES Accounts payable and accrued expenses $ 53,852 $ 55,609 Revolving lines of credit 181,544 152,871 Notes payable, net of unamortized loan costs of $ 764 and $ 754 respectively 319,236 269,246 Mortgages payable, net of unamortized loan costs of $ 1,292 and $ 1,371 , respectively 293,709 297,074 TOTAL LIABILITIES $ 848,341 $ 774,800 COMMITMENTS AND CONTINGENCIES (NOTE 10) SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $ 100 par value, 166 units issued and outstanding at March 31, 2021 and December 31, 2020, 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 March 31, 2021 and December 31, 2020, aggregate liquidation preference of $ 97,036 ) 93,530 93,530 Common Shares of Beneficial Interest (Unlimited authorization, no par value, 13,220 shares issued and outstanding at March 31, 2021 and 13,027 shares issued and outstanding at December 31, 2020) 980,453 968,263 Accumulated distributions in excess of net income ( 443,409 ) ( 427,681 ) Accumulated other comprehensive income (loss) ( 12,798 ) ( 15,905 ) Total shareholders’ equity $ 617,776 $ 618,207 Noncontrolling interests – Operating Partnership ( 950 units at March 31, 2021 and 977 units at December 31, 2020) 53,007 53,930 Noncontrolling interests – consolidated real estate entities 669 686 Total equity $ 671,452 $ 672,823 TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY $ 1,536,353 $ 1,464,183 See accompanying Notes to Condensed Consolidated Financial Statements. 3 Table of Contents CENTERSPACE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share data) Three Months Ended March 31, 2021 2020 REVENUE $ 46,648 $ 44,406 EXPENSES Property operating expenses, excluding real estate taxes 13,449 13,468 Real estate taxes 5,792 5,465 Property management expense 1,767 1,554 Casualty loss 101 327 Depreciation and amortization 19,992 18,160 General and administrative expenses 3,906 3,428 TOTAL EXPENSES $ 45,007 $ 42,402 Operating income 1,641 2,004 Interest expense ( 7,231 ) ( 6,911 ) Interest and other income (loss) 431 ( 2,777 ) NET INCOME (LOSS) $ ( 5,159 ) $ ( 7,684 ) Dividends to preferred unitholders ( 160 ) ( 160 ) Net (income) loss attributable to noncontrolling interests – Operating Partnership 469 692 Net (income) loss attributable to noncontrolling interests – consolidated real estate entities ( 17 ) 145 Net income (loss) attributable to controlling interests ( 4,867 ) ( 7,007 ) Dividends to preferred shareholders ( 1,607 ) ( 1,705 ) Discount (premium) on redemption of preferred shares — 273 NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ ( 6,474 ) $ ( 8,439 ) BASIC NET EARNINGS (LOSS) PER COMMON SHARE – BASIC $ ( 0.49 ) $ ( 0.69 ) DILUTED NET EARNINGS (LOSS) PER COMMON SHARE – DILUTED $ ( 0.49 ) $ ( 0.69 ) See accompanying Notes to Condensed Consolidated Financial Statements. 4 Table of Contents CENTERSPACE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (in thousands) Three Months Ended March 31, 2021 2020 Net income (loss) $ ( 5,159 ) $ ( 7,684 ) Other comprehensive income: Unrealized gain (loss) from derivative instrument 2,011 ( 9,408 ) (Gain) loss on derivative instrument reclassified into earnings 1,095 ( 345 ) Total comprehensive income (loss) $ ( 2,053 ) $ ( 17,437 ) Net comprehensive (income) loss attributable to noncontrolling interests – Operating Partnership 261 1,463 Net (income) loss attributable to noncontrolling interests – consolidated real estate entities ( 17 ) 145 Comprehensive income (loss) attributable to controlling interests $ ( 1,809 ) $ ( 15,829 ) See accompanying Notes to Condensed Consolidated Financial Statements. 5 Table of Contents CENTERSPACE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited) (in thousands, except per share data) Three Months Ended March 31, 2020 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, 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 ( 7,007 ) ( 837 ) ( 7,844 ) Change in fair value of derivatives ( 9,753 ) ( 9,753 ) Distributions - common shares and units ($ 0.70 per share and unit) ( 8,515 ) ( 731 ) ( 9,246 ) Distributions – Series C preferred shares ($ 0.414625 per Series C share) ( 1,705 ) ( 1,705 ) Share-based compensation, net of forfeitures 1 465 465 Sale of common shares, net 50 3,352 3,352 Redemption of units for common shares 14 ( 930 ) 930 — Redemption of units for cash ( 14 ) ( 14 ) Shares repurchased ( 3,410 ) 273 ( 3,137 ) Acquisition of noncontrolling interests - consolidated real estate entities ( 7,584 ) ( 4,637 ) ( 12,221 ) Other — ( 50 ) ( 33 ) ( 83 ) Balance March 31, 2020 $ 96,046 12,163 $ 912,653 $ ( 407,150 ) $ ( 17,360 ) $ 55,527 $ 639,716 Three Months Ended March 31, 2021 Balance December 31, 2020 $ 93,530 13,027 $ 968,263 $ ( 427,681 ) $ ( 15,905 ) $ 54,616 $ 672,823 Net income (loss) attributable to controlling interests and noncontrolling interests ( 4,867 ) ( 452 ) ( 5,319 ) Change in fair value of derivatives 3,107 3,107 Distributions - common shares and units ($ 0.70 per share and unit) ( 9,254 ) ( 665 ) ( 9,919 ) Distributions – Series C preferred shares ($ 0.414625 per Series C share) ( 1,607 ) ( 1,607 ) Share-based compensation, net of forfeitures 3 810 810 Sale of common shares, net 164 11,782 11,782 Redemption of units for common shares 26 ( 220 ) 220 — Redemption of units for cash ( 9 ) ( 9 ) Other — ( 182 ) ( 34 ) ( 216 ) Balance March 31, 2021 $ 93,530 13,220 $ 980,453 $ ( 443,409 ) $ ( 12,798 ) $ 53,676 $ 671,452 See accompanying Notes to Condensed Consolidated Financial Statements. 6 Table of Contents CENTERSPACE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Three Months Ended March 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ ( 5,159 ) $ ( 7,684 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization, including amortization of capitalized loan costs 20,245 18,424 Realized (gain) loss on marketable securities — 1,227 Unrealized (gain) loss on marketable securities — 2,326 Share-based compensation expense 810 465 Other, net 836 206 Changes in other assets and liabilities: Other assets ( 533 ) ( 3,602 ) Accounts payable and accrued expenses ( 1,244 ) ( 5,127 ) Net cash provided by (used by) operating activities $ 14,955 $ 6,235 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of marketable securities — 1,679 Increase in mortgages and notes receivable ( 5,445 ) ( 6,956 ) Payments for acquisitions of real estate assets ( 77,585 ) ( 23,712 ) Payments for improvements of real estate assets ( 2,165 ) ( 2,841 ) Other investing activities 160 ( 115 ) Net cash provided by (used by) investing activities $ ( 85,035 ) $ ( 31,945 ) CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on mortgages payable ( 3,566 ) ( 1,513 ) Proceeds from revolving lines of credit 105,716 41,578 Principal payments on revolving lines of credit ( 77,044 ) ( 8,656 ) Proceeds from notes payable 49,940 — Payments for acquisition of noncontrolling interests – consolidated real estate entities — ( 12,221 ) Proceeds from issuance of common shares 11,782 3,352 Repurchase of Series C preferred shares — ( 3,137 ) Redemption of partnership units ( 9 ) ( 14 ) Distributions paid to common shareholders ( 9,119 ) ( 8,469 ) Distributions paid to preferred shareholders ( 1,607 ) ( 1,705 ) Distributions paid to preferred unitholders ( 160 ) ( 160 ) Distributions paid to noncontrolling interests – Unitholders of the Operating Partnership ( 683 ) ( 741 ) Other financing activities ( 54 ) ( 39 ) Net cash provided by (used by) financing activities $ 75,196 $ 8,275 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 5,116 ( 17,435 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 7,310 46,117 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 12,426 $ 28,682 SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Accrued capital expenditures $ 2,418 $ 1,286 Operating partnership units converted to shares ( 220 ) ( 930 ) Distributions declared but not paid to common shareholders 9,919 9,245 Unrealized gain (loss) on marketable securities — ( 2,326 ) Real estate assets acquired through exchange of note receivable — 17,663 Note receivable exchanged through real estate acquisition — ( 17,663 ) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 6,787 $ 6,481 7 Table of Contents CENTERSPACE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Balance sheet description March 31, 2021 December 31, 2020 March 31, 2020 Cash and cash equivalents $ 10,816 $ 392 $ 26,338 Restricted cash 1,610 6,918 2,344 Total cash, cash equivalents and restricted cash $ 12,426 $ 7,310 $ 28,682 See accompanying Notes to Condensed Consolidated Financial Statements. 8 Table of Contents CENTERSPACE AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) for the three months ended March 31, 2021 and 2020 NOTE 1 • ORGANIZATION Investors Real Estate Trust doing business as Centerspace, collectively with our consolidated subsidiaries (“Centerspace,” “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, 2021, we owned interests in 68 apartment communities consisting of 12,168 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, Centerspace, LP (f/k/a 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 COVID-19 pandemic has not had a material adverse impact on our financial condition, results of operations, and cash flows for the three months ended March 31, 2021; 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 CONDENSED 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, 2020, as filed with the SEC on February 22, 2021. 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. 9 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 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 March 31, 2021, restricted cash consisted primarily of escrows held by lenders for real estate taxes, insurance, and capital additions. LEASES 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 98.2 % of our total revenues and includes gross market rent less adjustments for concessions, vacancy loss, and bad debt. Other property revenues represent the remaining 1.8 % 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 enforceable rights and obligations 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 March 31, 2021 and December 31, 2020, approximately $ 57,000 and $ 99,600 remained outstanding under the rent deferral agreements offered to multifamily residents, respectively. 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. During the three months ended March 31, 2021, we recognized a reduction in revenue of $ 47,000 due to the abatement of amounts due from our commercial tenants. Many of our leases contain 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 March 31, 2021, was as follows: 10 Table of Contents (in thousands) 2021 (remainder) $ 1,650 2022 2,209 2023 2,205 2024 2,194 2025 2,159 Thereafter 2,302 Total scheduled lease income - commercial operating leases $ 12,719 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 months ended March 31, 2021 and 2020: (in thousands) Three Months Ended March 31, Revenue Stream Applicable Standard 2021 2020 Fixed lease income - operating leases Leases $ 43,840 $ 41,934 Variable lease income - operating leases Leases 1,969 1,780 Other property revenue Revenue from contracts with customers 839 692 Total revenue $ 46,648 $ 44,406 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 months ended March 31, 2021 and 2020, we recorded no impairment charges. MORTGAGE LOANS RECEIVABLE AND NOTES RECEIVABLE 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 at March 31, 2021 and December 31, 2020, 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. 11 Table of Contents 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 March 31, 2021, we had funded the full $ 29.9 million of the construction loan and $ 112,000 of the mezzanine loan, which appears within mortgage loans receivable in our condensed consolidated balance sheets. As of December 31, 2020, we had funded $ 24.7 million of the construction loan. 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. 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 three months ended March 31, 2020, we acquired the 47.4 % noncontrolling interests in the real estate partnership that owns 71 France for $ 12.2 million. 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 March 31, 2021 and December 31, 2020 we had no marketable securities. During the three months ended March 31, 2020, we had a realized loss of $ 1.2 million arising from the disposal of such securities which appears in interest and other income (loss) in the Condensed Consolidated Statements of Operations. 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 46,218 and 37,822 for the three months ended March 31, 2021 and 2020, respectively, were excluded from the calculation of diluted earnings per share because they were anti-dilutive. For the three months ended March 31, 2021 and 2020, Series D preferred units of 228,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive. For the three months ended March 31, 2020 and 2020, time-based RSUs of 19,000 and 16,000 , respectively, were excluded from the calculation of diluted earnings per share because they were anti-dilutive. For the three months ended March 31, 2021, weighted average stock options of 43,629 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 months ended March 31, 2021 and 2020: 12 Table of Contents (in thousands, except per share data) Three Months Ended March 31, 2021 2020 NUMERATOR Net income (loss) attributable to controlling interests $ ( 4,867 ) $ ( 7,007 ) Dividends to preferred shareholders ( 1,607 ) ( 1,705 ) Redemption of preferred shares — 273 Numerator for basic earnings (loss) per share – net income available to common shareholders ( 6,474 ) ( 8,439 ) Noncontrolling interests – Operating Partnership ( 469 ) ( 692 ) Dividends to preferred unitholders 160 160 Numerator for diluted earnings (loss) per share $ ( 6,783 ) $ ( 8,971 ) DENOMINATOR Denominator for basic earnings per share weighted average shares 13,078 12,103 Effect of redeemable operating partnership units 957 1,054 Denominator for diluted earnings per share 14,035 13,157 NET EARNINGS (LOSS) PER COMMON SHARE – BASIC $ ( 0.49 ) $ ( 0.69 ) NET EARNINGS (LOSS) PER COMMON SHARE – DILUTED $ ( 0.49 ) $ ( 0.69 ) 13 Table of Contents NOTE 4 • EQUITY AND MEZZANINE EQUITY Operating Partnership Units. The Operating Partnership had 950,000 and 977,000 outstanding Units at March 31, 2021 and December 31, 2020, respectively. Exchange Rights . Pursuant to the exercise of exchange rights, we redeemed Units for cash during the three months ended March 31, 2021 and 2020 as detailed in the table below. (in thousands, except per Unit amounts) Three Months Ended March 31, Number of Units Aggregate Cost (1) Average Price Per Unit 2021 — $ 9 $ 71.55 2020 — $ 14 $ 74.45 (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 months ended March 31, 2021 and 2020 as detailed in the table below. (in thousands) Three Months Ended March 31, Number of Units Net Book Basis 2021 26 $ ( 220 ) 2020 14 $ ( 930 ) Common Shares and Equity Awards . Common shares outstanding on March 31, 2021 and December 31, 2020, totaled 13.2 million and 13.0 million, respectively. There were 2,801 shares issued upon the vesting of equity awards under our 2015 Incentive Plan during the three months ended March 31, 2021, with a total grant-date fair value of $ 164,000 . During the three months ended March 31, 2020, we issued 1,193 shares upon the vesting of equity awards under our 2015 Incentive Plan, with a total grant-date fair value of $ 125,000 . 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 months ended March 31, 2021 and 2020. As of March 31, 2021, common shares having an aggregate offering price of up to $ 55.3 million remained available under the 2019 ATM Program. (in thousands, except per share amounts) Three Months Ended March 31, Number of Common Shares Total Consideration (1) Average Price Per Share 2021 164 $ 11,859 $ 72.19 2020 50 $ 3,402 $ 68.04 (1) Total consideration is net of $ 181,000 and $ 52,000 in commissions during the three months ended March 31, 2021 and 2020, respectively, and issuance costs. 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 repurchase program, we were able to repurchase common or preferred shares in open-market purchases, including pursuant to Rule 10b5-1 and Rule 10b-18 plans, as determined by management and in accordance with the requirements of the SEC. This program expired on December 5, 2020. Series C Preferred Shares repurchased during the three months ended March 31, 2020 are detailed in the table below. (in thousands, except per share amounts) Three Months Ended March 31, Number of Preferred Shares Aggregate Cost (1) Average Price Per Share (1) 2020 136 $ 3,137 $ 23.00 (1) Amount includes commissions. Series C Preferred Shares. Series C preferred shares outstanding were 3.9 million shares at March 31, 2021 and December 31, 2020. The Series C preferred shares are nonvoting and redeemable for cash at $ 25.00 per share at our option after October 2, 14 Table of Contents 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 March 31, 2021, 49 of our apartment communities were not encumbered by mortgages, with 34 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 March 31, 2021, the additional borrowing availability was $ 68.5 million beyond the $ 181.5 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 March 31, 2021. In January, we amended and expanded our private shelf agreement to increase the aggregate amount available for issuance of unsecured senior promissory notes (“unsecured senior notes”) to $ 225.0 million. Under this agreement, we issued $ 75.0 million of Series A notes due September 13, 2029 bearing interest at a rate of 3.84 % annually, $ 50.0 million of Series B notes due September 30, 2028 bearing interest at a rate of 3.69 % annually, and $ 50.0 million of Series C notes due June 6, 2030 bearing interest at a rate of 2.70 % annually. We have $ 50.0 million remaining available under the private shelf agreement. As of March 31, 2021, we owned 19 apartment communities that 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 March 31, 2021, we believe that there are no material defaults or instances of noncompliance in regards to any of these mortgages payable. 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. 15 Table of Contents The following table summarizes our indebtedness: (in thousands) March 31, 2021 December 31, 2020 Weighted Average Maturity in Years at March 31, 2021 Lines of credit $ 181,544 $ 152,871 1.41 Term loans (1) 145,000 145,000 3.64 Unsecured senior notes (1) 175,000 125,000 8.40 Unsecured debt 501,544 422,871 4.49 Mortgages payable - fixed 295,001 298,445 5.03 Total debt $ 796,545 $ 721,316 4.69 Weighted average interest rate on lines of credit (rate with swap) 2.18 % 2.85 % Weighted average interest rate on term loans (rate with swap) 4.11 % 4.15 % Weighted average interest rate on unsecured senior notes 3.47 % 3.78 % Weighted average interest rate on mortgages payable 3.92 % 3.93 % Weighted average interest rate on total debt 3.37 % 3.62 % (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 March 31, 2021, was as follows: (in thousands) 2021 (remainder) $ 22,221 2022 37,219 2023 45,068 2024 3,777 2025 102,505 Thereafter 404,211 Total payments $ 615,001 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. 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 March 31, 2021 and December 31, 2020 , we had a $ 50.0 million interest rate swap to fix the interest rate on a portion of our primary line of credit. At March 31, 2021 and December 31, 2020 , 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. 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 March 31, 2021 and December 31, 2020 . (in thousands) March 31, 2021 December 31, 2020 Balance Sheet Location Fair Value Fair Value Total derivative instruments designated as hedging instruments - interest rate swaps Accounts Payable and Accrued Expenses $ 12,798 $ 15,905 16 Table of Contents The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations as of March 31, 2021 and 2020. (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 March 31, 2021 2020 2021 2020 Total derivatives in cash flow hedging relationships - Interest rate contracts $ 2,011 $ ( 9,408 ) Interest expense $ ( 1,095 ) $ ( 345 ) 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 March 31, 2021 Assets Mortgages and notes receivable $ 36,443 — — $ 36,443 Liabilities Derivative instruments - interest rate swaps $ 12,798 — — $ 12,798 December 31, 2020 Assets Mortgages and notes receivable 30,994 — — 30,994 Liabilities Derivative instruments - interest rate swaps $ 15,905 $ — — $ 15,905 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). 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 10.75 %), 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 March 31, Other Gains (Losses) Interest Income Total Changes in Fair Value Included in Current-Period Earnings Three months ended March 31, 2021 Mortgage loans and notes receivable $ 36,443 $ 4 $ 407 $ 411 Three months ended March 31, 2020 Mortgage loans and notes receivable $ 26,697 $ 1 $ 527 $ 528 17 Table of Contents 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, 2021 and December 31, 2020. 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 March 31, 2021 and December 31, 2020, respectively, are as follows: (in thousands) March 31, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value FINANCIAL ASSETS Cash and cash equivalents $ 10,816 $ 10,816 $ 392 $ 392 Restricted cash $ 1,610 $ 1,610 $ 6,918 $ 6,918 FINANCIAL LIABILITIES Revolving lines of credit (1) $ 181,544 $ 181,544 $ 152,871 $ 152,871 Term loans (1) $ 145,000 $ 145,000 $ 145,000 $ 145,000 Unsecured senior notes $ 175,000 $ 179,630 $ 125,000 $ 133,181 Mortgages payable $ 295,001 $ 301,538 $ 298,445 $ 308,855 (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. NOTE 8 • ACQUISITIONS AND DISPOSITIONS ACQUISITIONS We acquired $ 76.9 million in new real estate during the three months ended March 31, 2021, compared to $ 46.3 million in the three months ended March 31, 2020. Our acquisitions during the three months ended March 31, 2021 and 2020 are detailed below. Three Months Ended March 31, 2021 Date Acquired (in thousands) Total Acquisition Cost Form of Consideration Investment Allocation Acquisitions Cash Land Building Intangible Assets 256 homes - Union Pointe - Longmont, CO January 6, 2021 $ 76,900 $ 76,900 $ 5,727 $ 69,966 $ 1,207 Three Months Ended March 31, 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 - New Hope, MN March 5, 2020 $ 46,263 $ 28,600 $ 17,663 $ 2,165 $ 36,869 $ 824 $ 6,405 (1) Payoff at closing of note receivable and accrued interest due from seller. (2) Consists of TIF note acquired. Refer to Note 2 for further discussion. DISPOSITIONS During the three months ended March 31, 2021 and 2020, we had no dispositions. 18 Table of Contents 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, 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 months ended March 31, 2021 and 2020, 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 March 31, 2021 Multifamily All Other Total Revenue $ 45,983 $ 665 $ 46,648 Property operating expenses, including real estate taxes 18,881 360 19,241 Net operating income $ 27,102 $ 305 $ 27,407 Property management ( 1,767 ) Casualty gain (loss) ( 101 ) Depreciation and amortization ( 19,992 ) General and administrative expenses ( 3,906 ) Interest expense ( 7,231 ) Interest and other income 431 Net income (loss) $ ( 5,159 ) (in thousands) Three Months Ended March 31, 2020 Multifamily All Other Total Revenue $ 41,845 $ 2,561 $ 44,406 Property operating expenses, including real estate taxes 17,660 1,273 18,933 Net operating income $ 24,185 $ 1,288 $ 25,473 Property management ( 1,554 ) Casualty gain (loss) ( 327 ) Depreciation and amortization ( 18,160 ) General and administrative expenses ( 3,428 ) Interest expense ( 6,911 ) Interest and other income ( 2,777 ) Net income (loss) $ ( 7,684 ) Segment Assets and Accumulated Depreciation Segment assets are summarized as follows as of March 31, 2021, and December 31, 2020, respectively, along with reconciliations to the condensed consolidated financial statements: 19 Table of Contents (in thousands) As of March 31, 2021 Multifamily All Other Total Segment assets Property owned $ 1,850,310 $ 33,097 $ 1,883,407 Less accumulated depreciation ( 396,743 ) ( 11,271 ) ( 408,014 ) Total property owned $ 1,453,567 $ 21,826 $ 1,475,393 Mortgage loans receivable 30,107 Cash and cash equivalents 10,816 Restricted cash 1,610 Other assets 18,427 Total Assets $ 1,536,353 (in thousands) As of December 31, 2020 Multifamily All Other Total Segment assets Property owned $ 1,779,378 $ 33,179 $ 1,812,557 Less accumulated depreciation ( 387,989 ) ( 11,260 ) ( 399,249 ) Total property owned $ 1,391,389 $ 21,919 $ 1,413,308 Mortgage loans receivable 24,661 Cash and cash equivalents 392 Restricted cash 6,918 Other assets 18,904 Total Assets $ 1,464,183 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, 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. 20 Table of Contents 2021 LTIP Awards Awards granted to employees on January 1, 2021, consist of an aggregate of 6,410 time-based RSU awards, 19,224 performance RSUs based on total shareholder return (“TSR”), and 43,629 stock options. The time-based awards vest as to one-third of the shares on each of January 1, 2022, January 1, 2023, and January 1, 2024. The stock options vest as to 25 % on each of January 1, 2022, January 1, 2023, January 1, 2024, and January 1, 2025. The fair value of stock options was $ 7.383 per share and was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: 2021 Exercise price $ 70.64 Risk-free rate 0.65 % Expected term 6.25 years Expected volatility 21.08 % Dividend yield 3.963 % The TSR performance RSUs are earned based on our TSR as compared to the FTSE Nareit Apartment Index over a forward looking three-year period. The maximum number of RSUs eligible to be earned is 38,448 RSUs, which is 200 % of the 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. We recognize compensation expense 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. We based the expected volatility on a weighted average of the historical volatility of our daily closing share price and a select peer average volatility, the risk-free interest rate on the interest rates on U.S. treasury bonds with a maturity equal to the remaining performance period of the award, and the expected term on the performance period of the award. The assumptions used to value the TSR performance RSUs were an expected volatility of 20.63 %, a risk-free interest rate of 0.17 %, and an expected life of 3 years. The share price at the grant date, January 1, 2021, was $ 70.64 per share. Share-Based Compensation Expense Share-based compensation expense recognized in the consolidated financial statements for all outstanding share-based awards was $ 810,000 and $ 465,000 for the three months ended March 31, 2021 and 2020, respectively.