Centerspace 10-Q for FY2025 Q2
Centerspace (CSR)
10-Q
2025-08-04
For: 2025-06-30
View Original
Added on
April 04, 2026
About this 10-Q
Centerspace filed this 10-Q on August 4, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $68.55M
- up 5.4% from $65.04M a year earlier
- Net loss
- $14.52M
- compared with a net loss of $1.3M a year earlier
- Diluted EPS
- -$0.87
- compared with -$0.19 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ____________ to ____________
Commission File Number 001-35624
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||
(701 ) 837-4738
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days.
| ☑ | No | ☐ | ||||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| ☑ | No | ☐ | ||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||
| Smaller Reporting Company | Emerging growth company | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | ☐ | No | ||||||||||||
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The number of common shares of beneficial interest outstanding as of July 28, 2025, was 16,756,689 .
TABLE OF CONTENTS
| Page | |||||
2
PART I
Item 1. Financial Statements.
CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| (in thousands, except per share data) | |||||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | (Unaudited) | ||||||||||
| Real estate investments | |||||||||||
| Property owned | $ | $ | |||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Total real estate investments | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Other assets | |||||||||||
| Assets held for sale, net | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES, MEZZANINE EQUITY, AND EQUITY | |||||||||||
| LIABILITIES | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Revolving lines of credit | |||||||||||
| Notes payable, net | |||||||||||
| Mortgages payable, net | |||||||||||
| Liabilities held for sale, net | |||||||||||
| TOTAL LIABILITIES | $ | $ | |||||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 10) | |||||||||||
SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $ | $ | $ | |||||||||
| EQUITY | |||||||||||
Common Shares of Beneficial Interest (Unlimited authorization, no par value, | |||||||||||
| Accumulated distributions in excess of net income | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders’ equity | $ | $ | |||||||||
Noncontrolling interests – Operating Partnership and Series E preferred units | |||||||||||
| Noncontrolling interests – consolidated real estate entities | |||||||||||
| TOTAL EQUITY | $ | $ | |||||||||
| TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited)
| (in thousands, except per share data) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| REVENUE | $ | $ | $ | $ | |||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Property operating expenses, excluding real estate taxes | |||||||||||||||||||||||
| Real estate taxes | |||||||||||||||||||||||
| Property management expense | |||||||||||||||||||||||
Casualty loss | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Impairment of real estate investments | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| TOTAL EXPENSES | $ | $ | $ | $ | |||||||||||||||||||
Loss on sale of real estate and other investments | ( | ||||||||||||||||||||||
Operating income (loss) | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Interest and other income | |||||||||||||||||||||||
NET LOSS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Dividends to Series D preferred unitholders | ( | ( | ( | ( | |||||||||||||||||||
Net loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units | |||||||||||||||||||||||
Net income attributable to noncontrolling interests – consolidated real estate entities | ( | ( | ( | ( | |||||||||||||||||||
Net loss attributable to controlling interests | ( | ( | ( | ( | |||||||||||||||||||
| Dividends to preferred shareholders | ( | ( | |||||||||||||||||||||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
NET LOSS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Other comprehensive loss: | |||||||||||||||||||||||
Loss on derivative instrument reclassified into earnings | |||||||||||||||||||||||
TOTAL COMPREHENSIVE LOSS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Net comprehensive loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units | |||||||||||||||||||||||
Net income attributable to noncontrolling interests – consolidated real estate entities | ( | ( | ( | ( | |||||||||||||||||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
NET LOSS PER COMMON SHARE – BASIC AND DILUTED | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Weighted average shares - basic and diluted | |||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)
| (in thousands, except per share data) | ||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | PREFERRED SHARES | NUMBER OF COMMON SHARES | COMMON SHARES | ACCUMULATED DISTRIBUTIONS IN EXCESS OF NET INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE LOSS | NONCONTROLLING INTERESTS | TOTAL EQUITY | |||||||||||||||||||||||||||||||
Balance at December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
Net loss attributable to controlling interests and noncontrolling interests | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Amortization of swap settlements | ||||||||||||||||||||||||||||||||||||||
Distributions - common shares and Units ($ | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Distributions - Series C preferred shares ($ | ( | ( | ||||||||||||||||||||||||||||||||||||
Distributions - Series E preferred units ($ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Share-based compensation, net of forfeitures | ||||||||||||||||||||||||||||||||||||||
| Sale of common shares, net | ||||||||||||||||||||||||||||||||||||||
| Redemption of Units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Equity rebalancing | ( | |||||||||||||||||||||||||||||||||||||
| Shares repurchased | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Shares withheld for taxes | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Balance at June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
Net loss attributable to controlling interests and noncontrolling interests | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Amortization of swap settlements | ||||||||||||||||||||||||||||||||||||||
Distributions - common shares and Units ($ | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Distributions - Series E preferred units ($ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Share-based compensation, net of forfeitures | ||||||||||||||||||||||||||||||||||||||
| Redemption of Units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Equity rebalancing | ( | |||||||||||||||||||||||||||||||||||||
| Contribution to noncontrolling interests - consolidated real estate entities | ||||||||||||||||||||||||||||||||||||||
| Shares withheld for taxes | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)
| (in thousands, except per share data) | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | PREFERRED SHARES | NUMBER OF COMMON SHARES | COMMON SHARES | ACCUMULATED DISTRIBUTIONS IN EXCESS OF NET INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE LOSS | NONCONTROLLING INTERESTS | TOTAL EQUITY | |||||||||||||||||||||||||||||||
Balance at March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
Net loss attributable to controlling interests and noncontrolling interests | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Amortization of swap settlements | ||||||||||||||||||||||||||||||||||||||
Distributions - common shares and Units ($ | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Distributions - Series C preferred shares ($ | ( | ( | ||||||||||||||||||||||||||||||||||||
Distributions - Series E preferred units ($ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Share-based compensation, net of forfeitures | ||||||||||||||||||||||||||||||||||||||
| Sale of common shares, net | ||||||||||||||||||||||||||||||||||||||
| Redemption of Units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Redemption of Series E preferred units from common shares | ( | |||||||||||||||||||||||||||||||||||||
| Equity rebalancing | ( | |||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Balance at June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
Net loss attributable to controlling interests and noncontrolling interests | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Amortization of swap settlements | ||||||||||||||||||||||||||||||||||||||
Distributions - common shares and Units ($ | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Distributions - Series E preferred units ($ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Share-based compensation, net of forfeitures | ||||||||||||||||||||||||||||||||||||||
| Redemption of Units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Equity rebalancing | ( | |||||||||||||||||||||||||||||||||||||
| Contribution to noncontrolling interests - consolidated real estate entities | ||||||||||||||||||||||||||||||||||||||
| Shares withheld for taxes | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
6
CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
| (in thousands) | |||||||||||
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization, including amortization of capitalized loan costs | |||||||||||
Loss on sale of real estate and other investments | |||||||||||
| Share-based compensation expense | |||||||||||
| Impairment of real estate investments | |||||||||||
| Amortization of debt premiums and discounts | |||||||||||
| Other, net | |||||||||||
| Changes in other assets and liabilities: | |||||||||||
| Other assets | |||||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
Net cash provided by operating activities | $ | $ | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Increase in mortgages and real estate related notes receivable | ( | ||||||||||
Net proceeds from sale of real estate and other investments | |||||||||||
| Payments for acquisitions of real estate investments | ( | ||||||||||
| Proceeds from insurance | |||||||||||
| Payments for improvements of real estate investments | ( | ( | |||||||||
| Other investing activities | ( | ||||||||||
Net cash used by investing activities | $ | ( | $ | ( | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Principal payments on mortgages payable | ( | ( | |||||||||
| Proceeds from revolving lines of credit | |||||||||||
| Principal payments on revolving lines of credit | ( | ( | |||||||||
| Net proceeds from issuance of common shares | |||||||||||
| Repurchase of common shares | ( | ||||||||||
| Redemption of Series D preferred units | ( | ||||||||||
| Distributions paid to common shareholders | ( | ( | |||||||||
| Distributions paid to preferred shareholders | ( | ||||||||||
| Distributions paid to Series D preferred unitholders | ( | ( | |||||||||
| Distributions paid to noncontrolling interests – Operating Partnership and Series E preferred units | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
Net cash provided by (used by) financing activities | $ | $ | ( | ||||||||
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | |||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD | |||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | $ | $ | |||||||||
| SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||||||||
| Accrued capital expenditures | $ | $ | |||||||||
| Operating partnership units converted to common shares | |||||||||||
| Distributions declared but not paid to common shareholders | |||||||||||
| Series E preferred units converted to common shares | |||||||||||
| Retirement of shares withheld for taxes | |||||||||||
| Involuntary conversion of assets | ( | ( | |||||||||
| Non-cash interest income | |||||||||||
| Unrealized gain (loss) on investment | ( | ||||||||||
| Contribution to noncontrolling interests - consolidated real estate entities through issuance of note receivable | |||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| (in thousands) | |||||||||||||||||
| Balance sheet description | June 30, 2025 | December 31, 2024 | June 30, 2024 | ||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Restricted cash | |||||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | $ | ||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
7
CENTERSPACE AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
June 30, 2025
NOTE 1 • ORGANIZATION
NOTE 2 • BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Centerspace conducts a majority of its business activities through a consolidated operating partnership, Centerspace, LP, a North Dakota limited partnership (the “Operating Partnership”), as well as through a number of other consolidated subsidiary entities. The accompanying Condensed Consolidated Financial Statements include the Company’s accounts and the accounts of all its subsidiaries in which it maintains a controlling interest, including the Operating Partnership. All intercompany balances and transactions are eliminated in consolidation.
The Condensed Consolidated Financial Statements also reflect the Operating Partnership’s ownership of a joint venture entity in which the Operating Partnership has a general partner or controlling interest. This entity is consolidated into the Company’s operations, with noncontrolling interests reflecting the noncontrolling partners’ share of ownership, income, and expenses.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Centerspace’s unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with GAAP are omitted. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial position, results of operations, and cash flows for the interim periods, have been included.
The current period’s results of operations are not necessarily indicative of results which ultimately may be achieved for the year. The interim Condensed Consolidated Financial Statements and accompanying notes thereto should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 18, 2025.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain previously reported amounts within net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current financial statement presentation. These reclassifications had no impact on net income (loss) as reported in the Condensed Consolidated Statements of Operations and Comprehensive Loss, total assets, liabilities or equity as reported in the Condensed Consolidated Balance Sheets and the classifications within the Condensed Consolidated Statements of Cash Flows.
IMMATERIAL CORRECTION OF PRIOR PERIOD ERROR
The Company identified immaterial prior period errors in the consolidated financial statements related to the balance of common shares and noncontrolling interest within Total Equity on the consolidated balance sheets and condensed consolidated balance sheets. The errors related to the equity amount allocated between common shares and noncontrolling interest based on ownership percentage, and did not impact the amount of Total Equity. The Company assessed the materiality of this change on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” (ASC
8
Topic 250, Accounting for Changes and Error Corrections). Based on this assessment, the Company concluded that these error corrections are not material to any previously presented consolidated financial statements. Accordingly, the Company corrected the previously reported immaterial errors as of and for the years ended December 31, 2023 and 2024, the three months ended March 31, 2024, the three and six months ended June 30, 2024, the three and nine months ended September 30, 2024, and the three months ended March 31, 2025 in this Quarterly Report on Form 10-Q.
Corrected Consolidated Balance Sheet as of December 31, 2024 (in thousands)
| December 31, 2024 | ||||||||||||||
| Previously Reported | Corrections | As Corrected | ||||||||||||
| Common Shares of Beneficial Interest | $ | $ | $ | |||||||||||
| Total shareholders’ equity | ||||||||||||||
| Noncontrolling interests – Operating Partnership and Series E preferred units | ( | |||||||||||||
Corrected Consolidated Statements of Cash Flows (in thousands)
| Three Months Ended March 31, 2025 | ||||||||||||||
| SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | Previously Reported | Corrections | As Corrected | |||||||||||
| Operating partnership units converted to common shares | $ | ( | $ | $ | ||||||||||
| Series E preferred units converted to common shares | ( | |||||||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||
| SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | Previously Reported | Corrections | As Corrected | |||||||||||
| Operating partnership units converted to common shares | $ | ( | $ | $ | ||||||||||
| Series E preferred units converted to common shares | ( | |||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||
| SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | Previously Reported | Corrections | As Corrected | |||||||||||
| Operating partnership units converted to common shares | $ | ( | $ | $ | ||||||||||
| Series E preferred units converted to common shares | ( | |||||||||||||
| Year Ended December 31, 2024 | ||||||||||||||
| SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | Previously Reported | Corrections | As Corrected | |||||||||||
| Operating partnership units converted to common shares | $ | ( | $ | $ | ||||||||||
| Series E preferred units converted to common shares | ( | |||||||||||||
| Year Ended December 31, 2023 | ||||||||||||||
| SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | Previously Reported | Corrections | As Corrected | |||||||||||
| Operating partnership units converted to common shares | $ | ( | $ | $ | ||||||||||
| Series E preferred units converted to common shares | ( | |||||||||||||
9
Corrected Consolidated Statements of Equity (in thousands)
Years Ended | Previously Reported COMMON SHARES | Corrections | As Corrected COMMON SHARES | Previously Reported NONCONTROLLING INTERESTS | Corrections | As Corrected NONCONTROLLING INTERESTS | |||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
| Redemption of Units for common shares | ( | ( | ( | ||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | ( | ( | ||||||||||||||||||||
| Equity rebalancing | — | ( | ( | — | |||||||||||||||||||
| Other | ( | ( | ( | ( | ( | ||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
| Issuance of Units | ( | ||||||||||||||||||||||
| Redemption of Units for common shares | ( | ( | ( | ||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | ( | ( | ||||||||||||||||||||
| Equity rebalancing | — | ( | ( | — | |||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Redemption of Units for common shares | ( | ( | ( | ||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | ( | ( | ||||||||||||||||||||
| Equity rebalancing | — | ( | ( | — | |||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
Three Months Ended | Previously Reported COMMON SHARES | Corrections | As Corrected COMMON SHARES | Previously Reported NONCONTROLLING INTERESTS | Corrections | As Corrected NONCONTROLLING INTERESTS | |||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
| Redemption of Units for common shares | ( | ( | ( | ||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | ( | ( | ||||||||||||||||||||
| Equity rebalancing | — | ( | ( | — | |||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
| Redemption of Units for common shares | ( | ( | ( | ||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | ( | ( | ||||||||||||||||||||
| Equity rebalancing | — | ( | ( | — | |||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
| Redemption of Units for common shares | ( | ( | ( | ||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | ( | ( | ||||||||||||||||||||
| Equity rebalancing | — | ( | ( | — | |||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
| Six Months Ended June 30, 2024 | Previously Reported COMMON SHARES | Corrections | As Corrected COMMON SHARES | Previously Reported NONCONTROLLING INTERESTS | Corrections | As Corrected NONCONTROLLING INTERESTS | |||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
| Redemption of Units for common shares | ( | ( | ( | ||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | ( | ( | ||||||||||||||||||||
| Equity rebalancing | — | ( | ( | — | |||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
| Nine Months Ended September 30, 2024 | Previously Reported COMMON SHARES | Corrections | As Corrected COMMON SHARES | Previously Reported NONCONTROLLING INTERESTS | Corrections | As Corrected NONCONTROLLING INTERESTS | |||||||||||||||||
| Balance at Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
| Redemption of Units for common shares | ( | ( | ( | ||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | ( | ( | ||||||||||||||||||||
| Equity rebalancing | — | ( | ( | — | |||||||||||||||||||
| Balance at Balance at September 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
10
RECENT ACCOUNTING PRONOUNCEMENTS
The following table provides a brief description of Financial Accounting Standards Board (“FASB”) recent accounting standards updates (“ASU”).
| Standard | Description | Date of Adoption | Effect on the Financial Statements or Other Significant Matters | ||||||||
ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses; ASU 2025-01, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date | This ASU is intended to improve financial reporting by requiring public companies disclose additional information about specific expense categories in the notes to the financial statements. In 2025, an additional ASU was issued to provide clarification on the effective date of the original ASU. | This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. | The ASU will require additional disclosure but is not expected to have a material impact on the Company. | ||||||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash and cash equivalents include all cash and highly liquid investments purchased with maturities of three months or less. Cash and cash equivalents consist of bank deposits and deposits in money market mutual funds. The Company is potentially exposed to credit risk for cash deposited with FDIC-insured financial institutions in accounts which, at times, may exceed federally insured limits. Although past bank failures have increased the risk of loss in such accounts, the Company has not experienced any losses in such accounts.
As of June 30, 2025 and December 31, 2024, restricted cash consisted of $5.8 million and $1.1 million, respectively, for real estate deposits and escrows held by lenders. Escrows include funds deposited with a lender for payment of real estate taxes and insurance and reserves to be used for replacement of structural elements and mechanical equipment at certain communities. The funds are under the control of the lender. Disbursements are made after supplying written documentation to the lender.
LEASES
As a lessor, Centerspace primarily leases multifamily apartment homes which qualify as operating leases with terms that are generally one year or less. Rental revenues are recognized in accordance with FASB Accounting Standards Codification (“ASC”) 842, Leases, using a method that represents a straight-line basis over the term of the lease. For the three months ended June 30, 2025 and 2024, rental income represented approximately 98.2 % and 98.3 % of total revenues, respectively, and included gross market rent less adjustments for gain or loss to lease, concessions, vacancy loss, and bad debt. For the three months ended June 30, 2025 and 2024, other property revenues represented the remaining 1.8 % and 1.7 % of total revenues, respectively, and re primarily driven by other fee income, which is typically recognized when earned, at a point in time. For the six months ended June 30, 2025 and 2024, rental income represented approximately 98.3 % and 98.2 % of total revenues, respectively. For the six months ended June 30, 2025 and 2024, other property revenues represented the remaining 1.7 % and 1.8 % of total revenues, respectively.
Some of the Company’s apartment communities have commercial spaces available for lease. Lease terms for these spaces typically range from to fifteen years . The leases for commercial spaces generally include options to extend the lease for additional terms.
The aggregate amount of future scheduled lease income on commercial operating leases, excluding any variable lease income and non-lease components, as of June 30, 2025, was as follows:
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| (in thousands) | ||||||||
2025 (remainder) | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
Total scheduled lease income - operating leases | $ | |||||||
REVENUES AND GAINS OR LOSSES ON SALE OF REAL ESTATE
Revenue is recognized in accordance with the transfer of goods and services to customers at an amount that reflects the consideration to which the Company expects to be entitled for those goods and services.
Revenue streams that are included in revenues from contracts with customers include other property revenues such as application fees and other miscellaneous items. Centerspace recognizes revenue for these rental related items not included as a component of a lease as earned.
The following table presents the disaggregation of revenue streams for the three and six months ended June 30, 2025 and 2024:
| (in thousands) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| Revenue Stream | Applicable Standard | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||
| Fixed lease income - operating leases | Leases | $ | $ | $ | $ | ||||||||||||||||||
| Variable lease income - operating leases | Leases | ||||||||||||||||||||||
| Other property revenue | Revenue from contracts with customers | ||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
IN-PLACE LEASE AMORTIZATION
MARKET CONCENTRATION RISK
The Company is subject to increased exposure from economic and other competitive factors specific to markets where it holds a significant percentage of the carrying value of its real estate portfolio. As of June 30, 2025, Centerspace held more than 10% of the carrying value of its real estate portfolio in the Minneapolis, Minnesota and Denver, Colorado markets.
HELD FOR SALE
The Company classifies properties as held for sale when they meet the GAAP criteria, which include: (a) management commits to and initiates a plan to sell the asset; (b) the sale is probable and expected to be completed within one year under terms that are usual and customary for sales of such assets; and (c) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company generally considers these criteria met when the transaction has been approved by its Board of Trustees, there are no known significant contingencies related to the sale, and management believes it is probable that the sale will be completed within one year.
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The Company presents the assets and liabilities of any properties held for sale separately in the Condensed Consolidated Balance Sheets. Held for sale properties are reported at the lower of their carrying amount or estimated fair value less costs to sell. Both the real estate assets and corresponding liabilities are presented separately in the accompanying Condensed Consolidated Balance Sheets. Upon the classification of an asset as held for sale, no further depreciation is recorded. Disposals representing a strategic shift in operations (e.g., a disposal of a major geographic area, a major line of business or a major equity method investment) will be presented as discontinued operations.
The Company had 12 apartment communities classified as held for sale at June 30, 2025. During the three months ended June 30, 2025, the Company’s Board of Trustees approved a plan to sell a specific list of apartment communities. The Company determined these apartment communities met the criteria to be classified as held for sale as of June 30, 2025. The Company did not have any apartment communities classified as held for sale at December 31, 2024. The table below presents the major components of assets and liabilities for apartment communities held for sale as of June 30, 2025:
(in thousands) | |||||
| June 30, 2025 | |||||
| Total real estate investments | $ | ||||
| Assets held for sale, net | $ | ||||
Accounts payable and accrued expenses | $ | ||||
Liabilities held for sale, net | $ | ||||
IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates long-lived assets, including real estate investments, for impairment indicators at least quarterly. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each property, and legal and environmental concerns. If indicators exist, the Company compares the estimated future undiscounted cash flows for the property against the carrying amount of that property. If the sum of the estimated undiscounted cash flows is less than the carrying amount, an impairment loss is generally recorded for the difference between the estimated fair value and the carrying amount. If the anticipated holding period for properties, the estimated fair value of properties, or other factors change based on market conditions or otherwise, the evaluation of impairment charges may be different and such differences could be material to the consolidated financial statements. The evaluation of estimated cash flows is subjective and is based, in part, on assumptions regarding future physical occupancy, rental rates, and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.
During the three and six months ended June 30, 2025, the Company incurred a loss of $14.5 five not
VARIABLE INTEREST ENTITIES
Centerspace has determined that its Operating Partnership and each of its less-than-wholly owned real estate partnerships are variable interest entities (each, a “VIE”), as the limited partners or the functional equivalent of limited partners lack substantive kick-out rights and substantive participating rights. The Company is the primary beneficiary of the VIEs, and the VIEs are required to be consolidated on the balance sheet because the Company has a controlling financial interest in the VIEs and has both the power to direct the activities of the VIEs that most significantly impact the economic performance of the VIEs as well as the obligation to absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. Because the Operating Partnership is a VIE, all of the Company’s assets and liabilities are held through a VIE.
13
REAL ESTATE RELATED NOTES RECEIVABLE
During the three months ended June 30, 2025, the Company entered into a note receivable with the limited partner of its joint venture. As of June 30, 2025, the Company had a $1.4 million variable rate note receivable with the limited partner of its consolidated joint venture. The note matures on April 30, 2026 and bears interest at a rate equal to 1.55 % above the adjusted secured overnight financing rate (“SOFR”). The note is secured by a pledge of all equity interests in the joint venture held by the limited partner.
In connection with the acquisition of The Lydian, an apartment community in Denver, Colorado, the Company has a tax increment financing note receivable (“TIF”) with an initial principal balance of $4.1 million. As of June 30, 2025 and December 31, 2024, the principal balance was $4.0 million and $4.1 million, respectively, which appears within other assets in the Condensed Consolidated Balance Sheets at fair value. The note bears an interest rate of 6.0
In connection with the acquisition of Ironwood, an apartment community in New Hope, Minnesota, the Company has a TIF note receivable with a principal balance of $5.1 million and $5.2 million as of June 30, 2025 and December 31, 2024, respectively, which appears within other assets in the Condensed Consolidated Balance Sheets at fair value. The note bears an interest rate of 4.5 % with payments due in February and August of each year. The note matures February 1, 2039, and may be prepaid in whole or in part at any time.
In 2023, the Company originated a $15.1 million mezzanine loan for the development of an apartment community located in Inver Grove Heights, Minnesota. The mezzanine loan bears interest at 10.0 % per annum which accrues interest that is added to the principal balance and is payable at maturity. As of June 30, 2025 and December 31, 2024, the Company had funded $15.1 100 % of the membership interests in the mezzanine borrower and the agreement provides the Company with an option to purchase the development at a discount to future appraised value. The loan represents an investment in an unconsolidated variable interest entity. The Company is not the primary beneficiary of the VIE as Centerspace does not have the power to direct the activities which most significantly impact the entity’s economic performance nor does Centerspace have significant influence over the entity. The note receivable appears within other assets in the Condensed Consolidated Balance Sheets at fair value.
ADVERTISING COSTS
INVOLUNTARY CONVERSION OF ASSETS
During the three months ended June 30, 2025, Centerspace recorded $254,000 in casualty losses resulting from updated loss estimates on three previously reported events. During the six months ended June 30, 2025, the Company recorded $776,000 in casualty losses resulting from two new insurance events and updated loss estimates from three previously reported events. Any business interruption insurance proceeds will be recognized when received in accordance with ASC 610-30.
During the three and six months ended June 30, 2024, Centerspace recognized $137,000 and $755,000 , respectively in casualty losses resulting from updated loss estimates from six
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NOTE 3 • NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares of beneficial interest (“common shares”) outstanding during the period. Centerspace has issued restricted stock units (“RSUs”) and incentive stock options (“ISOs”) under its 2015 Incentive Plan, RSUs under its 2025 Incentive Plan (as defined below), Series D Convertible Preferred Units (“Series D preferred units”), and Series E Convertible Preferred Units (“Series E preferred units”), which could have a dilutive effect on net income (loss) per share upon vesting of the RSUs, upon exercising of ISOs, or upon conversion of the Series D or Series E preferred units (refer to Note 4 for further discussion of the Series D and the Series E preferred units). The Company calculates diluted net income (loss) per share using the treasury stock method for RSUs and ISOs and the if converted method for Series D preferred units and Series E preferred units. Other than the issuance of RSUs, ISOs, Series D preferred units, and Series E preferred units, there are no outstanding options, warrants, convertible stock, or other contractual obligations requiring issuance of additional common shares that would result in a dilution of net income (loss). Under the terms of the Operating Partnership’s Agreement of Limited Partnership, limited partners have the right to require the Operating Partnership to redeem their limited partnership units (“Units”) any time following the first anniversary of the date they acquired such Units (“Exchange Right”). Upon the exercise of Exchange Rights, and in Centerspace’s sole discretion, it may issue common shares in exchange for Units on a one -for-one basis.
The following table presents a reconciliation of the numerator and denominator used to calculate basic and diluted net income (loss) per share reported in the Condensed Consolidated Financial Statements for the three and six months ended June 30, 2025 and 2024.
| (in thousands, except per share data) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| NUMERATOR | |||||||||||||||||||||||
Net loss attributable to controlling interests | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Dividends to preferred shareholders | ( | ( | |||||||||||||||||||||
Numerator for basic and diluted loss per share – net loss available to common shareholders | ( | ( | ( | ( | |||||||||||||||||||
| DENOMINATOR | |||||||||||||||||||||||
Denominator for basic and diluted income (loss) per share weighted average shares(1) | |||||||||||||||||||||||
NET LOSS PER COMMON SHARE – BASIC AND DILUTED | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
For the three months ended June 30, 2025, operating partnership units of 971,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 1.9 million, as converted, time-based RSUs and options of 25,000 , and performance-based RSUs of 43,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share.
For the three months ended June 30, 2024, operating partnership units of 835,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.1 million, as converted, time-based RSUs of 32,000 , and performance-based RSUs of 41,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share.
For the six months ended June 30, 2025, operating partnership units of 975,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 1.9 million, as converted, time-based RSUs of 25,000 , and performance-based RSUs of 43,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share.
For the six months ended June 30, 2024, operating partnership units of 845,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.1 million, as converted, time-based RSUs of 26,000 , and performance-based RSUs of 41,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share.
15
NOTE 4 • MEZZANINE EQUITY AND EQUITY
Series D Preferred Units (Mezzanine Equity). Series D preferred units outstanding were 113,100 and 165,600 preferred units at June 30, 2025 and December 31, 2024, respectively. The Series D preferred units have a par value of $100 3.862 % per year and have a put option which allows the holder to redeem any or all of the Series D preferred units for cash equal to the issuance price. On June 30, 2025, the Company redeemed 52,500 Series D preferred units for an aggregate redemption price of $5.3 million. Each Series D preferred unit is convertible, at the holder’s option, into 1.37931 Units. The Series D preferred units had an aggregate liquidation value of $11.3 million and $16.6 million at June 30, 2025 and December 31, 2024, respectively. Changes in the redemption value are based on changes in the trading value of common shares and are charged to common shares on the Condensed Consolidated Balance Sheets each quarter. The holders of the Series D preferred units do not have voting rights. Distributions to Series D unitholders are presented in the Condensed Consolidated Statements of Equity within net income (loss) attributable to controlling interests and noncontrolling interests.
Series C Preferred Shares. On August 30, 2024, we delivered notice to holders of the Series C preferred shares that we intended to redeem all 3.9 million Series C preferred shares at a redemption price equal to $25 per share plus any accrued but unpaid distributions per share up to and including the redemption date of September 30, 2024. On September 30, 2024, the Company completed the redemption of all the outstanding Series C preferred shares for an aggregate redemption price of $97.0 million, excluding distributions, which was $3.5 million in excess of the carrying value. Such shares were no 25 per share at Centerspace’s option. Holders of these shares were entitled to cumulative distributions, payable quarterly (as and if declared by the Board of Trustees). Distributions accrued at an annual rate of $1.65625 per share, which is equal to 6.625 % of the $25 per share liquidation preference, quarterly until September 30, 2024.
Operating Partnership Units. The Operating Partnership had 968,000 and 980,000 outstanding Units at June 30, 2025 and December 31, 2024, respectively.
Exchange Rights. Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three and six months ended June 30, 2025 and 2024 as detailed in the table below.
| (in thousands) | |||||||||||
| Three Months Ended June 30, | Number of Units | Net Book Basis | |||||||||
| 2025 | $ | ||||||||||
| 2024 | $ | ||||||||||
| Six Months Ended June 30, | |||||||||||
| 2025 | $ | ||||||||||
| 2024 | $ | ||||||||||
Series E Preferred Units (Noncontrolling Interests). Centerspace had 1.6 100 3.875 % per year. Each Series E preferred unit is convertible, at the holder’s option, into 1.20482 Units. Centerspace has the option, at its sole election, to convert Series E preferred units into Units if its stock has traded at or above $83 per share for 15 of 30 consecutive trading days and it has made at least three consecutive quarters of distributions with a rate of at least $0.804 per Unit. The Series E preferred units receive an allocation of net income (loss) based upon their participation in earnings or loss of the Company. The Series E preferred units have an aggregate liquidation preference of $157.5 million and $158.2 million as of June 30, 2025 and December 31, 2024, respectively. The holders of the Series E preferred units do not have voting rights.
The Company redeemed Series E preferred units in exchange for common shares in connection with Series E unitholders exercising their exchange rights during the three and six months ended June 30, 2025 and 2024 as detailed below.
16
| (in thousands) | ||||||||||||||
| Three Months Ended June 30, | Number of Series E Preferred Units Redeemed | Number of Common Shares Issued | Total Value | |||||||||||
| 2025 | $ | |||||||||||||
| 2024 | $ | |||||||||||||
| Six Months Ended June 30, | ||||||||||||||
| 2025 | $ | |||||||||||||
| 2024 | $ | |||||||||||||
Common Shares and Equity Awards. Common shares outstanding as of June 30, 2025 and December 31, 2024, totaled 16.8 million and 16.7 million, respectively. During the three and six months ended June 30, 2025, Centerspace issued 9,835 and 17,653 common shares, respectively, with a total grant-date fair value of $677,000 and $1.5 million, respectively, as share-based compensation for employees and trustees under its Amended 2015 Incentive Plan. During the three and six months ended June 30, 2024, Centerspace issued 9,723 and 13,465 common shares, respectively, with a total grant-date fair value of $584,000 and $1.0 million, respectively, as share-based compensation for employees and trustees under its 2015 Incentive Plan. These shares vested based on performance and service criteria. Refer to Note 11 for additional details on share-based compensation.
Equity Distribution Agreement. Centerspace has entered into an equity distribution agreement in connection with the at-the-market offering (“ATM Program”) through which it may offer and sell common shares in amounts and at times determined by management. The maximum aggregate offering price of common shares available for offer and sale thereunder is $500.0 million. Under the ATM Program, the Company may enter into separate forward sale agreements. The proceeds from the sale of common shares under the ATM Program may be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. There were no The table below provides details on the sale of common shares during the three and six months ended June 30, 2024 under the ATM Program. As of June 30, 2025, common shares having an aggregate offering price of up to $262.9 million remained available under the ATM Program.
(in thousands, except per share amounts) | ||||||||||||||||||||
Three and Six Months Ended June 30, | Number of Common Shares | Net Consideration(1) | Average Net Price Per Share | |||||||||||||||||
| 2024 | $ | |||||||||||||||||||
(1)Total consideration is net of $115,000
Share Repurchase Program. The Company had a share repurchase program (the “Share Repurchase Program”), providing for the repurchase of up to an aggregate of $50 million of the Company’s outstanding common shares. This program expired on March 10, 2025. Under the Share Repurchase Program, the Company was authorized to repurchase common shares through open market purchases, privately-negotiated transactions, block trades or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The specific timing and amount of repurchases varied based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors. There were no The table below provides details on the shares repurchased during the three and six months ended June 30, 2024.
| (in thousands, except per share amounts) | ||||||||||||||
| Three Months Ended June 30, | Number of Common Shares | Aggregate Cost(1) | Average Price Per Share(1) | |||||||||||
| 2024 | $ | $ | ||||||||||||
| Six Months Ended June 30, | ||||||||||||||
| 2024 | $ | $ | ||||||||||||
(1)Amount includes commissions.
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NOTE 5 • DEBT
The following table summarizes the Company’s secured and unsecured debt at June 30, 2025 and December 31, 2024.
| (in thousands) | ||||||||||||||||||||
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||
| Carrying Amount | Weighted Average Interest Rate | Carrying Amount | Weighted Average Interest Rate | Weighted Average Maturity in Years at June 30, 2025 | ||||||||||||||||
Lines of credit (1) | $ | % | $ | % | ||||||||||||||||
Unsecured senior notes (2)(4) | % | % | ||||||||||||||||||
| Unsecured debt | ||||||||||||||||||||
Mortgages payable - Fannie Mae credit facility (4) | % | % | ||||||||||||||||||
Mortgages payable - other (3)(4)(5) | % | % | ||||||||||||||||||
| Secured debt | ||||||||||||||||||||
| Subtotal | % | % | ||||||||||||||||||
| Deferred financing costs, premiums, and discounts on mortgages payable, net | ( | ( | ||||||||||||||||||
| Deferred financing costs on notes payable, net | ( | ( | ||||||||||||||||||
| Total debt | $ | $ | ||||||||||||||||||
(1)Interest rates on lines of credit are variable and exclude any unused facility fees and amounts reclassified from accumulated other comprehensive income (loss) into interest expense from terminated interest rate swaps.
(2)Included within notes payable on the Condensed Consolidated Balance Sheets.
(3)Represents apartment communities encumbered by mortgages; 14 at June 30, 2025 and 15 at December 31, 2024.
(4)Interest rate is fixed.
(5)Includes mortgages payable of $19.1 million as of June 30, 2025, associated with apartment communities classified as held for sale.
As of June 30, 2025, 47 apartment communities were not encumbered by mortgages and were available to provide credit support for the unsecured borrowings. The Company’s primary unsecured credit facility (the “Unsecured Credit Facility” or “Facility”) is a revolving, multi-bank line of credit, with Bank of Montreal serving as administrative agent. In May 2025, the Company exercised the accordion feature of the Facility, expanding the borrowing capacity by $150.0 million to $400.0 million. Prior to the exercise of the accordion feature, the line of credit had total commitments and borrowing capacity of up to $250.0 million, based on the value of unencumbered properties. As of June 30, 2025, the Company had additional borrowing availability of $184.2 million beyond the $215.8 million drawn under the Facility, priced at an interest rate of 5.75 %. As of December 31, 2024, the Company had additional borrowing availability of $206.0 million beyond the $44.0 million drawn under the Facility, priced at an interest rate of 5.81 %. On July 26, 2024, the Unsecured Credit Facility was amended to extend maturity and to modify the leverage-based margin ratios applicable to borrowings. As amended, this Facility matures in July 2028, with an option to extend maturity for up to two additional six-month periods.
The Secured Overnight Financing Rate (“SOFR”) is the benchmark alternative reference rate under the Facility. As amended, the interest rates on the line of credit are based on the consolidated leverage ratio, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 20 -80 basis points, or daily or term SOFR, plus a margin that ranges from 120 -180 basis points with the consolidated leverage ratio described under the Third Amended and Restated Credit Agreement, as amended. The Unsecured Credit Facility and unsecured senior notes are subject to customary financial covenants and limitations. The Company believes that it was in compliance with all such financial covenants and limitations as of June 30, 2025.
In September 2024, Centerspace entered into an operating line of credit agreement with US Bank, N.A. which has a borrowing capacity of up to $10.0 million and pricing based on SOFR. This operating line of credit terminates in September 2025 and is designed to enhance treasury management activities and more effectively manage cash balances. As of June 30, 2025 and December 31, 2024, there was $194,000 and $3.4 million outstanding on this line of credit, respectively.
Centerspace had a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) under which the Company issued $175.0 million in unsecured senior promissory notes (“Unsecured Shelf Notes”). On October 28, 2024, the shelf agreement was amended to extend the period of time during which the Company may borrow money to October 2027 and to increase the borrowing capacity to $300.0 million. The Company also has a separate private note purchase agreement with PGIM and certain other lenders for the issuance of $125.0 million of senior unsecured promissory notes (“Unsecured Club Notes”, and, collectively with the Unsecured Shelf Notes, the “unsecured senior notes”), of which all $125.0 million was issued in September 2021. The following table shows the notes issued under both agreements as of June 30, 2025 and December 31, 2024.
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| (in thousands) | |||||||||||||||||
| Amount | Maturity Date | Fixed Interest Rate | |||||||||||||||
| Series A | $ | September 13, 2029 | % | ||||||||||||||
| Series B | $ | September 30, 2028 | % | ||||||||||||||
| Series C | $ | June 6, 2030 | % | ||||||||||||||
| Series 2021-A | $ | September 17, 2030 | % | ||||||||||||||
| Series 2021-B | $ | September 17, 2031 | % | ||||||||||||||
| Series 2021-C | $ | September 17, 2032 | % | ||||||||||||||
| Series 2021-D | $ | September 17, 2034 | % | ||||||||||||||
Centerspace has a $198.9 million Fannie Mae Credit Facility Agreement (“FMCF”). The FMCF is secured by mortgages on 11 apartment communities. The notes are interest-only, with varying maturity dates of 7 , 10 , and 12 years, and a blended, weighted average fixed interest rate of 2.78 %. As of June 30, 2025 and December 31, 2024, the FMCF had a balance of $198.9
As of June 30, 2025, Centerspace owned 14 apartment communities that served as collateral for mortgage loans, in addition to the apartment communities secured by the FMCF. All of these mortgage loans were non-recourse to the Company other than for standard carve-out obligations. As of June 30, 2025, the Company believes that there were no material defaults or instances of material noncompliance in regard to any of these mortgage loans. As of June 30, 2025 and December 31, 2024, the mortgage loans had a balance of $406.4 million and $420.4 million, respectively, excluding unamortized premiums and discounts. The mortgage loans are included within mortgages payable on the Condensed Consolidated Balance Sheets.
The aggregate amount of required future principal payments on outstanding debt as of June 30, 2025, was as follows:
| (in thousands) | |||||
| 2025 (remainder) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
Total payments | |||||
| Deferred financing costs, premiums, and discounts on mortgages payable, net | ( | ||||
| Deferred financing costs on notes payable, net | ( | ||||
Total(1) | $ | ||||
(1)Includes mortgages payable associated with apartment communities classified as held for sale.
NOTE 6 • DERIVATIVE INSTRUMENTS
Centerspace had, in the past, used interest rate derivatives to stabilize interest expense and to manage its exposure to interest rate fluctuations. To accomplish this objective, the Company primarily used interest rate swap contracts to fix variable interest rate debt.
The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations and Comprehensive Loss as of June 30, 2025 and 2024.
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| (in thousands) | |||||||||||||||||||||||||||||
| Gain Recognized in OCI | Location of Loss Reclassified from Accumulated OCI into Income | Loss Reclassified from Accumulated OCI into Income (Loss) | |||||||||||||||||||||||||||
| Three months ended June 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Total derivatives in cash flow hedging relationships - Interest rate contracts | $ | $ | Interest expense | $ | ( | $ | ( | ||||||||||||||||||||||
| Six months ended June 30, | |||||||||||||||||||||||||||||
| Total derivatives in cash flow hedging relationships - Interest rate contracts | $ | $ | Interest expense | $ | ( | $ | ( | ||||||||||||||||||||||
NOTE 7 • FAIR VALUE MEASUREMENTS
Cash and cash equivalents, restricted cash, accounts payable, accrued expenses, and other liabilities are carried at amounts that reasonably approximate their fair value due to their short-term nature. For variable rate line of credit debt that re-prices frequently, fair values are based on carrying values.
In determining the fair value of other financial instruments, Centerspace applies FASB ASC 820, “Fair Value Measurement and Disclosures.” Fair value hierarchy under ASC 820 distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entity’s own assumptions about market participant data (Level 3). Fair value estimates may differ from the amounts that may ultimately be realized upon sale or disposition of the assets and liabilities.
Fair Value Measurements on a Recurring Basis
| (in thousands) | ||||||||||||||||||||||||||
| Balance Sheet Location | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Real estate related notes receivable | Other assets | $ | $ | |||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Real estate related notes receivable | Other assets | $ | $ | |||||||||||||||||||||||
Centerspace utilizes an income approach with Level 3 inputs based on expected future cash flows to value the notes receivable. The unobservable inputs include market transactions for similar instruments, management estimates of comparable interest rates (range of 5.00 % to 9.00 %), and instrument specific credit risk (range of 0.5 % to 1.0 %). Changes in the fair value of these receivables from period to period are reported in interest and other income on the Condensed Consolidated Statements of Operations and Comprehensive Loss.
| (in thousands) | |||||||||||||||||||||||
| Fair Value Measurement | Other Gains | Interest Income | Total Changes in Fair Value Included in Current-Period Earnings | ||||||||||||||||||||
| Six months ended June 30, 2025 | |||||||||||||||||||||||
| Real estate related notes receivable | $ | $ | $ | $ | |||||||||||||||||||
| Six months ended June 30, 2024 | |||||||||||||||||||||||
| Real estate related notes receivable | $ | $ | $ | $ | |||||||||||||||||||
As of June 30, 2025 and December 31, 2024, Centerspace had investments totaling $3.0 million and $2.7 million, respectively, in real estate technology venture funds consisting of privately held entities that develop technology related to the real estate industry. These investments appear within other assets on the Condensed Consolidated Balance Sheets. The investments are measured at net asset value (“NAV”) as a practical expedient under ASC 820. As of June 30, 2025, the Company had unfunded commitments of $750,000 .
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Fair Value Measurements on a Nonrecurring Basis
Non-financial assets measured at fair value on a nonrecurring basis at June 30, 2025 consisted of real estate investments that were written-down to estimated fair value in connection with the impairment recorded on five no
| (in thousands) | ||||||||||||||||||||||||||
| Balance Sheet Location | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Real estate investments measured at fair value | Assets held for sale, net | $ | $ | |||||||||||||||||||||||
Financial Assets and Liabilities Not Measured at Fair Value
The fair value of unsecured senior notes and mortgages payable is estimated based on the discounted cash flows of the loans using market research and management estimates of comparable interest rates, excluding any prepayment penalties (Level 3).
The estimated fair values of the Company’s financial instruments as of June 30, 2025 and December 31, 2024, respectively, are as follows:
| (in thousands) | ||||||||||||||||||||||||||
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Balance Sheet Location | Amount | Fair Value | Amount | Fair Value | ||||||||||||||||||||||
| FINANCIAL ASSETS | ||||||||||||||||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||||
| Restricted cash | Restricted cash | $ | $ | $ | $ | |||||||||||||||||||||
| FINANCIAL LIABILITIES | ||||||||||||||||||||||||||
| Revolving lines of credit | Revolving lines of credit | $ | $ | $ | $ | |||||||||||||||||||||
Unsecured senior notes(1) | Notes payable | $ | $ | $ | $ | |||||||||||||||||||||
| Mortgages payable - Fannie Mae credit facility | Mortgages payable | $ | $ | $ | $ | |||||||||||||||||||||
Mortgages payable - other(1) | Mortgages payable | $ | $ | $ | $ | |||||||||||||||||||||
(1)Excludes deferred financing costs, debt premiums, and discounts
NOTE 8 • ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
Centerspace acquired $149.0 not The acquisitions for the six months ended June 30, 2025 are detailed below.
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Form of Consideration | Investment Allocation | ||||||||||||||||||||||||||||||||||||||||||||||
Acquisitions | Date Acquired | Cash(1) | Land | Building & Improvements | Intangible Assets(2) | ||||||||||||||||||||||||||||||||||||||||||
| May 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
Total Acquisitions | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
(1)Excludes $1.1 million in capitalized transaction cost.
(2)Intangible assets consist of in-place leases valued at the time of acquisition.
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DISPOSITIONS
Centerspace did not two apartment communities in two transactions for an aggregate sales price of $19.0 million. The dispositions for the six months ended June 30, 2024 are detailed below.
Six Months Ended June 30, 2024
| (in thousands) | |||||||||||||||||||||||
| Dispositions | Date Disposed | Sale Price | Net Book Value and Transaction Costs | Gain/(Loss) | |||||||||||||||||||
| February 29, 2024 | $ | $ | $ | ( | |||||||||||||||||||
| February 29, 2024 | ( | ||||||||||||||||||||||
| Total Dispositions | $ | $ | $ | ( | |||||||||||||||||||
NOTE 9 • SEGMENTS
Centerspace operates in a single reportable segment which includes the ownership, management, development, redevelopment, and acquisition of apartment communities. Each of the operating properties is considered a separate operating segment because each property earns revenues, incurs expenses, and has discrete financial information.
The chief executive officer and chief financial officer are the chief operating decision-makers (“CODM”). The CODMs evaluate each property’s operating results, using net operating income (“NOI”) to make decisions about resources to be allocated and to assess property performance, and do not group the properties based on geography, size, or type for this purpose. The Company defines NOI as total real estate revenues less property operating expenses, including real estate taxes. Centerspace believes that NOI is an important measure of operating performance for real estate because it provides a measure of operations that excludes gain (loss) on the sale of real estate and other assets, impairment, depreciation, amortization, financing, including interest income and interest expense, property management expenses, loss on litigation settlement, casualty losses, and general and administrative expense.
The apartment communities have similar long-term economic characteristics and similar operating characteristics, such as type and length of lease, services offered to residents, and property management practices. No apartment community comprises more than 10% of consolidated revenues, profits, or assets. Accordingly, the apartment communities are aggregated into a single reportable segment, Multifamily. “All other” is composed of non-multifamily properties, non-multifamily components of mixed-use properties and apartment communities the Company has disposed or designated as held for sale, which did not meet the aggregation criteria. For the three and six months ended June 30, 2025 and 2024, 12
The following tables present NOI for the three and six months ended June 30, 2025 and 2024, respectively, along with reconciliations to net income (loss) as reported in the Condensed Consolidated Financial Statements. Segment assets are also reconciled to total assets as reported in the Condensed Consolidated Financial Statements.
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| (in thousands) | |||||||||||||||||
| Three Months Ended June 30, 2025 | Multifamily | All Other | Total | ||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Property operating expenses | |||||||||||||||||
On-site compensation(1) | |||||||||||||||||
Repairs and maintenance(2) | |||||||||||||||||
| Utilities | |||||||||||||||||
| Administrative and marketing | |||||||||||||||||
| Insurance | |||||||||||||||||
| Real estate taxes | |||||||||||||||||
| Net operating income | $ | $ | $ | ||||||||||||||
| Property management expense | ( | ||||||||||||||||
Casualty loss | ( | ||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| Impairment of real estate investments | ( | ||||||||||||||||
| General and administrative expenses | ( | ||||||||||||||||
| Interest expense | ( | ||||||||||||||||
| Interest and other income | |||||||||||||||||
Net loss | $ | ( | |||||||||||||||
(1)On-site compensation for administration, leasing, and maintenance personnel.
(2)Includes turnover expense.
| (in thousands) | |||||||||||||||||
| Three Months Ended June 30, 2024 | Multifamily | All Other | Total | ||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Property operating expenses | |||||||||||||||||
On-site compensation(1) | |||||||||||||||||
Repairs and maintenance(2) | |||||||||||||||||
| Utilities | |||||||||||||||||
| Administrative and marketing | |||||||||||||||||
| Insurance | |||||||||||||||||
| Real estate taxes | |||||||||||||||||
| Net operating income | $ | $ | $ | ||||||||||||||
| Property management expense | ( | ||||||||||||||||
Casualty loss | ( | ||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| General and administrative expenses | ( | ||||||||||||||||
| Interest expense | ( | ||||||||||||||||
Interest and other income | |||||||||||||||||
Net loss | $ | ( | |||||||||||||||
(1)On-site compensation for administration, leasing, and maintenance personnel.
(2)Includes turnover expense.
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| (in thousands) | |||||||||||||||||
| Six Months Ended June 30, 2025 | Multifamily | All Other | Total | ||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Property operating expenses | |||||||||||||||||
On-site compensation(1) | |||||||||||||||||
Repairs and maintenance(2) | |||||||||||||||||
| Utilities | |||||||||||||||||
| Administrative and marketing | |||||||||||||||||
| Insurance | |||||||||||||||||
| Real estate taxes | |||||||||||||||||
| Net operating income | $ | $ | $ | ||||||||||||||
| Property management expense | ( | ||||||||||||||||
Casualty loss | ( | ||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| Impairment of real estate investments | ( | ||||||||||||||||
| General and administrative expenses | ( | ||||||||||||||||
| Interest expense | ( | ||||||||||||||||
| Interest and other income | |||||||||||||||||
Net loss | $ | ( | |||||||||||||||
(1)On-site compensation for administration, leasing, and maintenance personnel.
(2)Includes turnover expense.
| (in thousands) | |||||||||||||||||
| Six Months Ended June 30, 2024 | Multifamily | All Other | Total | ||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Property operating expenses | |||||||||||||||||
On-site compensation(1) | |||||||||||||||||
Repairs and maintenance(2) | |||||||||||||||||
| Utilities | |||||||||||||||||
| Administrative and marketing | |||||||||||||||||
| Insurance | |||||||||||||||||
| Real estate taxes | |||||||||||||||||
| Net operating income | $ | $ | $ | ||||||||||||||
| Property management expense | ( | ||||||||||||||||
Casualty loss | ( | ||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| General and administrative expenses | ( | ||||||||||||||||
Loss on sale of real estate and other investments | ( | ||||||||||||||||
| Interest expense | ( | ||||||||||||||||
| Interest and other income | |||||||||||||||||
Net loss | $ | ( | |||||||||||||||
(1)On-site compensation for administration, leasing, and maintenance personnel.
(2)Includes turnover expense.
Segment Assets and Accumulated Depreciation
Segment assets are summarized as follows as of June 30, 2025, and December 31, 2024, respectively, along with reconciliations to the Condensed Consolidated Financial Statements:
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| (in thousands) | |||||||||||||||||
| As of June 30, 2025 | Multifamily | All Other | Total | ||||||||||||||
| Segment assets | |||||||||||||||||
| Property owned | $ | $ | $ | ||||||||||||||
| Less accumulated depreciation | ( | ( | ( | ||||||||||||||
| Total real estate investments | $ | $ | $ | ||||||||||||||
| Cash and cash equivalents | |||||||||||||||||
| Restricted cash | |||||||||||||||||
| Other assets | |||||||||||||||||
| Assets held for sale, net | |||||||||||||||||
| Total Assets | $ | ||||||||||||||||
| (in thousands) | |||||||||||||||||
| As of December 31, 2024 | Multifamily | All Other(1) | Total | ||||||||||||||
| Segment assets | |||||||||||||||||
| Property owned | $ | $ | $ | ||||||||||||||
| Less accumulated depreciation | ( | ( | ( | ||||||||||||||
| Total real estate investments | $ | $ | $ | ||||||||||||||
| Cash and cash equivalents | |||||||||||||||||
| Restricted cash | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total Assets | $ | ||||||||||||||||
(1)Includes the assets for the 12
NOTE 10 • COMMITMENTS AND CONTINGENCIES
Litigation. Centerspace is involved in various lawsuits arising in the normal course of business and believes that such matters will not have a material adverse effect on the Condensed Consolidated Financial Statements.
Environmental Matters. Under various federal, state, and local laws, ordinances, and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal of, or remediation of, certain hazardous or toxic substances in, on, around, or under the property. While the Company currently has no knowledge of any material violation of environmental laws, ordinances, or regulations at any of the properties, there can be no assurance that areas of contamination will not be identified at any of its properties or that changes in environmental laws, regulations, or cleanup requirements would not result in material costs.
Limitations on Taxable Dispositions. Twenty-eight properties, consisting of approximately 5,162 apartment homes, are subject to limitations on taxable dispositions under agreements entered into with certain sellers or contributors of the properties and are effective for varying periods. Centerspace does not believe that the agreements materially affect the conduct of its business or its decisions whether to dispose of these properties during the limitation period because it generally holds these and other properties for investment purposes rather than for sale. In addition, where the Company deems it to be in the shareholders’ best interests to dispose of such properties, it generally seeks to structure sales of such properties as tax-deferred transactions under Section 1031 of the Internal Revenue Code. Otherwise, the Company may be required to provide tax indemnification payments to the parties to these agreements.
Unfunded Commitments. As of June 30, 2025, Centerspace had unfunded commitments of $750,000 in two real estate technology venture funds. Refer to Note 7 - Fair Value Measurements for additional information regarding these investments.
NOTE 11 • SHARE-BASED COMPENSATION
Share-based awards are provided to officers, non-officer employees, and trustees under the 2025 Incentive Plan approved by shareholders on May 14, 2025 (the “2025 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 650,000 shares over the ten-year period in which the plan is in effect. Under the 2025 Incentive Plan, officers and non-officer employees may earn share awards under a long-term incentive plan (“LTIP”), which is a forward-looking program that measures long-term performance over the stated performance period. These awards are payable to the extent deemed earned in shares. The terms of the long-term incentive awards granted under the revised program may vary from year to year. Through June 30, 2025, awards under the 2025
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Incentive Plan consisted of RSUs. The Company accounts for forfeitures of restricted and unrestricted common shares, RSUs, and stock options when they occur instead of estimating the forfeitures.
Prior to the approval of the 2025 Incentive Plan, share based awards were provided to officers, non-officer employees, and trustees under the 2015 Incentive Plan approved by shareholders on September 15, 2015, as amended and restated on May 18, 2021 (the “2015 Incentive Plan”), which allowed for awards in the form of cash, unrestricted and restricted common shares, stock options, stock appreciation rights, and RSUs up to an aggregate of 775,000 shares over the ten-year period in which the plan was in effect. Through June 30, 2025, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options.
2025 LTIP Awards
Awards granted to employees on January 1, 2025, under the 2015 Incentive Plan, consisted of an aggregate of 25,121 time-based RSU awards and 11,870 performance RSUs based on total shareholder return (“TSR”). The time-based RSUs vest as to one-third of the shares on each of January 1, 2026, January 1, 2027, and January 1, 2028.
The performance RSUs are earned based on the Company’s TSR as compared to the FTSE Nareit Equity Index over a forward looking three-year period. The maximum number of performance RSUs eligible to be earned is 23,740 RSUs, which is 200 % of the performance RSUs granted. Earned awards (if any) will fully vest as of the last day of the measurement period. These awards have market conditions in addition to service conditions that must be met for the awards to vest. Compensation expense is recognized ratably based on the grant date fair value, as determined using the Monte Carlo valuation model, regardless of whether the market conditions are achieved and the awards ultimately vest. Therefore, previously recorded compensation expense is not adjusted in the event that the market conditions are not achieved. The Company based the expected volatility on a weighted average of the historical volatility of the Company’s daily closing share price, the risk-free interest rate on U.S. treasury bonds with a maturity equal to the remaining performance period of the award, and the expected term on the performance period of the award. The assumptions used to value the TSR performance RSUs were an expected volatility of 27.30 %, a risk-free interest rate of 4.27 %, and an expected life of 3 years. The share price at the grant date, January 1, 2025, was $66.15 per share.
Awards granted to trustees on June 1, 2025, under the 2025 Incentive Plan, consist of 9,527 time-based RSUs, which vest on June 1, 2026. These awards are classified as equity awards.
Share-Based Compensation Expense
Total share-based compensation expense recognized in the Condensed Consolidated Financial Statements for all outstanding share-based awards was $833,000 and $733,000 for the three months ended June 30, 2025 and 2024, respectively, and $1.7 million and $1.5 million for the six months ended June 30, 2025 and 2024, respectively.
NOTE 12 • SUBSEQUENT EVENTS
On July 29, 2025, Centerspace closed on the acquisition of Railway Flats a 420 home apartment community located in Loveland, CO, for $132.2 million which includes the assumption of $76.5 million mortgage debt.
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Report”), the audited financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K filed with the SEC on February 18, 2025, and the risk factors in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2024.
This discussion and analysis and other sections of this Report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the expectations for future periods. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions or other items related to the future. Forward-looking statements are typically identified by the use of terms such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “assumes,” “may,” “projects,” “outlook,” “future,” and variations of those words and similar expressions. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from the results of operations, financial condition, or plans expressed or implied by the forward-looking statements. Although we believe the expectations reflected in these forward-looking statements are based upon reasonable assumptions, we can give no assurance that our
26
expectations will be achieved. Any statements contained herein that are not statements of historical fact should be deemed forward-looking statements. As a result, reliance should not be placed on these forward-looking statements, as these statements are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from actual results and performance.
The following factors, among others, could cause our future results to differ materially from those expressed in the forward-looking statements:
•inflation and price volatility in the global economy;
•uncertain global macro-economic and political conditions, the impact of conflicts in Ukraine and the Middle East, including sanctions imposed by the U.S. and other countries, on inflation, trade, and general economic conditions;
•deteriorating economic conditions, including rising unemployment rates, energy costs, and inflation, in the markets where we own apartment communities or in which we may invest in the future;
•rental conditions in our markets, including occupancy levels and rental rates, our potential inability to renew residents or obtain new residents upon expiration of existing leases, our ability to identify and consummate attractive acquisitions and dispositions on favorable terms, our ability to reinvest sales proceeds successfully, our inability to accommodate any significant decline in the market value of real estate serving as collateral for our debt and mortgage obligations; changes in tax and housing laws, including rent control laws, or other factors;
•timely access to material and labor required to renovate and maintain apartment communities;
•pandemics or epidemics and any effects on our employees, residents and commercial tenants, third party vendors and suppliers, and apartment communities, as well as our cash flow, business, financial condition, and results of operations;
•reliance on a single asset class (multifamily) and certain geographic areas (Midwest and Mountain West regions) of the U.S.;
•inability to expand our operations into new or existing markets successfully;
•failure of new acquisitions to achieve anticipated results or be efficiently integrated;
•inability to complete lease-up of our projects on schedule and on budget;
•failure to reinvest proceeds from sales of properties into tax-deferred exchanges, which could necessitate special dividend and/or tax protection payments;
•inability to fund capital expenditures out of cash flow;
•inability to pay, or need to reduce, dividends on our common shares;
•inability to raise additional equity capital, if needed;
•financing risks, including our potential inability to meet existing covenants in existing credit facilities or to obtain new debt or equity financing on favorable terms, or at all;
•level and volatility of interest or capitalization rates or capital market conditions;
•loss contingencies and the availability and cost of casualty insurance for losses;
•uninsured losses due to insurance deductibles, uninsured claims or casualties or losses in excess of applicable coverage;
•inability to continue to satisfy complex tax rules in order to maintain our status as a REIT for federal income tax purposes, inability of the Operating Partnership to satisfy the rules to maintain its status as a partnership for tax purposes, and the risk of changes in laws affecting REITs;
•inability to attract and retain qualified personnel;
•cyber liability or potential liability for breaches of our privacy or information security systems;
•recent developments in artificial intelligence, including software used to price rent in apartment communities;
•inability to address catastrophic weather, natural events, and climate change;
•inability to comply with laws and regulations, including those related to the environment, applicable to our business and any related investigations or litigation; and
•other risks identified in this Report, in our other SEC reports, or in other documents that we publicly disseminate.
New factors may also arise from time to time that could have an adverse effect on our business and results of operations. Except as otherwise required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect events, circumstances, or changes in expectations after the date on which this Report is filed. Readers also should review the risks and uncertainties detailed from time to time in filings with the SEC, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2024 and “Risk Factors” contained in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
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Executive Summary
We are a real estate investment trust, or REIT, that owns, manages, acquires, redevelops, and develops apartment communities. We primarily focus on investing in markets characterized by stable and growing economies, strong employment, and an attractive quality of life that we believe, in combination, lead to higher demand for apartment homes and retention of our residents. As of June 30, 2025, we owned interests in 72 apartment communities consisting of 13,353 apartment homes. Property owned, as presented in our Condensed Consolidated Balance Sheets at historical cost and excluding assets held for sale, was $2.4 billion at June 30, 2025 and $2.5 billion December 31, 2024.
Renting apartment homes is our primary source of revenue, and our business objective is to provide great homes. We strive to maximize resident satisfaction and retention by investing in high-quality assets in desirable locations and creating vibrant apartment communities through resident-centered operations. We believe that delivering superior resident experiences will enhance resident satisfaction while also driving profitability for our business and shareholders. We have paid quarterly distributions continuously since our first distribution in 1971.
Overview of the Three Months Ended June 30, 2025
•Acquired Sugarmont, our first apartment community in Salt Lake City, Utah, consisting of 341 homes for an aggregate purchase price of $149.0 million
•For the three months ended June 30, 2025, revenue increased by $3.5 million or 5.4% to $68.5 million, compared to $65.0 million for the three months ended June 30, 2024, primarily due to increased revenue from same-store and non-same-store communities.
•Same-store revenues increased by 2.7% for the three months ended June 30, 2025, compared to the same period of the prior year, driving a 2.9% increase in same-store NOI compared to the same period of the prior year.
•Net loss was $0.87 per diluted share for the three months ended June 30, 2025, compared to net loss of $0.19 per diluted share for the same period of the prior year.
•Non-GAAP Core Funds from Operations (“Core FFO”) per diluted share increased to $1.28 for the three months ended June 30, 2025, compared to $1.27 for the three months ended June 30, 2024. See the description of Core FFO on pages 33 and 34 and the reconciliation of net loss available to common shareholders to FFO and Core FFO on page 35. This increase was primarily due to dividends to preferred shareholders that occurred in the prior year that did not occur in the same period of the current year along with increased NOI, offset by increased interest expense. The drivers of these changes are discussed in more detail in the “Results of Operations” section below.
Results of Operations
GAAP and Non-GAAP Financial Measures
Net operating income (“NOI”) is a non-GAAP financial measure, which we define as total real estate revenues less property operating expenses, including real estate taxes and is reconciled to operating income (loss) below. 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 sales of real estate and other investments, impairment, depreciation, amortization, financing costs, property management expenses, casualty gains (losses), loss on litigation settlement, and general and administrative expenses. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income (loss), net income (loss) available for common shareholders, or cash flow from operating activities as a measure of financial performance.
We have provided certain information on a same-store and non-same-store basis. Same-store apartment communities are owned or stabilized for substantially all of the periods being compared and, in the case of newly-acquired or constructed communities, have achieved a target level of physical occupancy of 90%, or re-positioned communities when they have achieved stabilized operations. We define re-positioned communities as having significant development and construction activity on existing buildings pursuant to an authorized plan, which has an impact on current operating results, occupancy and the ability to lease space with the intended result of improved community cash flow and competitive position through extensive unit and amenity upgrades. We categorize a re-positioned community as same-store when the development and construction activity has been completed, and operations have stabilized. This is typically reaching an overall occupancy of 90%. Not all communities undergoing value add are considered a re-positioned community. Non-same-store communities are communities not owned or stabilized as of the beginning of the previous year, including re-positioned communities, and excluding communities held for sale and the non-multifamily components of mixed-use properties.
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On the first day of each calendar year, we determine the composition of our same-store pool for that year as well as adjust the previous year, which allows us to evaluate the performance of existing apartment communities and their contribution to net income (loss). We believe that measuring performance on a same-store basis is useful to investors because it enables evaluation of how a fixed pool of communities are performing year-over-year. We use this measure to assess whether or not we have been successful in increasing NOI, raising average rental revenue, renewing the leases with existing residents, controlling operating costs, and making prudent capital improvements. The discussion below focuses on the main factors affecting real estate revenue and real estate expenses from same-store apartment communities because changes from one year to another in real estate revenue and expenses from non-same-store communities are generally due to the addition of those communities to our real estate portfolio, and accordingly provide less useful information for evaluating the ongoing operational performance of our real estate portfolio.
For the comparison of the six months ended June 30, 2025 and 2024, three apartment communities and one apartment community, respectively, were non-same-store. Sold communities and communities designated as held for sale are included in “Held for sale and dispositions,” for all periods presented, while “Other properties” includes non-multifamily properties and the non-multifamily components of mixed-use properties. For the six months ended June 30, 2025 and 2024, 12 apartment communities were designated as held for sale and included in “Held for sale and dispositions.” During the six months ended June 30, 2024, we disposed of two apartment communities, consisting of 205 apartment homes.
Reconciliation of Operating Income (Loss) to Net Operating Income (non-GAAP)
The following table provides a reconciliation of operating income (loss) to NOI (non-GAAP), which is defined above.
| (in thousands, except percentages) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
Operating income (loss) | $ | (6,796) | $ | 7,192 | $ | (13,988) | (194.5) | % | $ | (2,050) | $ | 11,267 | $ | (13,317) | (118.2) | % | ||||||||||||||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Property management expenses | 2,393 | 2,222 | 171 | 7.7 | % | 4,826 | 4,552 | 274 | 6.0 | % | ||||||||||||||||||||||||||||||||||||||||
Casualty loss | 399 | 510 | (111) | (21.8) | % | 931 | 1,330 | (399) | (30.0) | % | ||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 27,097 | 25,714 | 1,383 | 5.4 | % | 54,751 | 52,726 | 2,025 | 3.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Impairment of real estate investments | 14,543 | — | 14,543 | N/A | 14,543 | — | 14,543 | N/A | ||||||||||||||||||||||||||||||||||||||||||
| General and administrative expenses | 4,382 | 4,216 | 166 | 3.9 | % | 9,379 | 8,839 | 540 | 6.1 | % | ||||||||||||||||||||||||||||||||||||||||
Loss on sale of real estate and other investments | — | — | — | N/A | — | 577 | (577) | (100.0) | % | |||||||||||||||||||||||||||||||||||||||||
| Net operating income | $ | 42,018 | $ | 39,854 | $ | 2,164 | 5.4 | % | $ | 82,380 | $ | 79,291 | $ | 3,089 | 3.9 | % | ||||||||||||||||||||||||||||||||||
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The following consolidated results of operations, including GAAP and non-GAAP metrics, cover the three and six months ended June 30, 2025 and 2024.
| (in thousands, except percentages) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||||||||||||||||||
Same-store(1) | $ | 58,073 | $ | 56,534 | $ | 1,539 | 2.7 | % | $ | 115,490 | $ | 112,037 | $ | 3,453 | 3.1 | % | ||||||||||||||||||||||||||||||||||
Non-same-store(1) | 2,701 | 1,262 | 1,439 | * | 4,687 | 2,504 | 2,183 | * | ||||||||||||||||||||||||||||||||||||||||||
Other properties(1) | 792 | 546 | 246 | 45.1 | % | 1,608 | 1,152 | 456 | 39.6 | % | ||||||||||||||||||||||||||||||||||||||||
Held for sale and dispositions(1) | 6,983 | 6,701 | 282 | * | 13,857 | 13,856 | 1 | * | ||||||||||||||||||||||||||||||||||||||||||
| Total | 68,549 | 65,043 | 3,506 | 5.4 | % | 135,642 | 129,549 | 6,093 | 4.7 | % | ||||||||||||||||||||||||||||||||||||||||
| Property operating expenses, including real estate taxes | ||||||||||||||||||||||||||||||||||||||||||||||||||
Same-store(1) | 21,880 | 21,363 | 517 | 2.4 | % | 44,037 | 42,191 | 1,846 | 4.4 | % | ||||||||||||||||||||||||||||||||||||||||
Non-same-store(1) | 1,227 | 551 | 676 | * | 2,238 | 1,111 | 1,127 | * | ||||||||||||||||||||||||||||||||||||||||||
Other properties(1) | 242 | 229 | 13 | 5.7 | % | 573 | 403 | 170 | 42.2 | % | ||||||||||||||||||||||||||||||||||||||||
Held for sale and dispositions(1) | 3,182 | 3,046 | 136 | * | 6,414 | 6,553 | (139) | * | ||||||||||||||||||||||||||||||||||||||||||
| Total | 26,531 | 25,189 | 1,342 | 5.3 | % | 53,262 | 50,258 | 3,004 | 6.0 | % | ||||||||||||||||||||||||||||||||||||||||
| Net operating income | ||||||||||||||||||||||||||||||||||||||||||||||||||
Same-store(1) | 36,193 | 35,171 | 1,022 | 2.9 | % | 71,453 | 69,846 | 1,607 | 2.3 | % | ||||||||||||||||||||||||||||||||||||||||
Non-same-store(1) | 1,474 | 711 | 763 | * | 2,449 | 1,393 | 1,056 | * | ||||||||||||||||||||||||||||||||||||||||||
Other properties(1) | 550 | 317 | 233 | 73.5 | % | 1,035 | 749 | 286 | 38.2 | % | ||||||||||||||||||||||||||||||||||||||||
Held for sale and dispositions(1) | 3,801 | 3,655 | 146 | * | 7,443 | 7,303 | 140 | * | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 42,018 | $ | 39,854 | $ | 2,164 | 5.4 | % | $ | 82,380 | $ | 79,291 | $ | 3,089 | 3.9 | % | ||||||||||||||||||||||||||||||||||
| Property management expenses | (2,393) | (2,222) | 171 | 7.7 | % | (4,826) | (4,552) | 274 | 6.0 | % | ||||||||||||||||||||||||||||||||||||||||
Casualty loss | (399) | (510) | (111) | (21.8) | % | (931) | (1,330) | (399) | (30.0) | % | ||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (27,097) | (25,714) | 1,383 | 5.4 | % | (54,751) | (52,726) | 2,025 | 3.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Impairment of real estate investments | (14,543) | — | 14,543 | N/A | (14,543) | — | 14,543 | N/A | ||||||||||||||||||||||||||||||||||||||||||
| General and administrative expenses | (4,382) | (4,216) | 166 | 3.9 | % | (9,379) | (8,839) | 540 | 6.1 | % | ||||||||||||||||||||||||||||||||||||||||
Loss on sale of real estate and other investments | — | — | — | N/A | — | (577) | 577 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||
| Interest expense | (10,724) | (9,332) | 1,392 | 14.9 | % | (20,359) | (18,539) | 1,820 | 9.8 | % | ||||||||||||||||||||||||||||||||||||||||
Interest and other income | 735 | 477 | 258 | 54.1 | % | 1,443 | 817 | 626 | 76.6 | % | ||||||||||||||||||||||||||||||||||||||||
NET LOSS | $ | (16,785) | $ | (1,663) | $ | (15,122) | 909.3 | % | $ | (20,966) | $ | (6,455) | $ | (14,511) | 224.8 | % | ||||||||||||||||||||||||||||||||||
| Dividends to Series D preferred unitholders | (160) | (160) | — | — | % | (320) | (320) | — | — | % | ||||||||||||||||||||||||||||||||||||||||
Net loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units | 2,483 | 561 | 1,922 | * | 3,126 | 1,640 | 1,486 | 90.6 | % | |||||||||||||||||||||||||||||||||||||||||
Net income attributable to noncontrolling interests – consolidated real estate entities | (53) | (34) | (19) | 55.9 | % | (89) | (66) | (23) | 34.8 | % | ||||||||||||||||||||||||||||||||||||||||
Net loss attributable to controlling interests | (14,515) | (1,296) | (13,219) | * | (18,249) | (5,201) | (13,048) | * | ||||||||||||||||||||||||||||||||||||||||||
| Dividends to preferred shareholders | — | (1,607) | 1,607 | (100.0) | % | — | (3,214) | 3,214 | (100.0) | % | ||||||||||||||||||||||||||||||||||||||||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ | (14,515) | $ | (2,903) | $ | (11,612) | 400.0 | % | $ | (18,249) | $ | (8,415) | $ | (9,834) | 116.9 | % | ||||||||||||||||||||||||||||||||||
(1)This is a non-GAAP financial measure which is a component of NOI (non-GAAP), as defined above. Refer to the Reconciliation of Operating Income (Loss) to Net Operating Income above. Non-GAAP financial measures should not be considered an alternative to net income (loss), net income (loss) available for common shareholders, or cash flow from operating activities as a measure of financial performance.
* Not a meaningful percentage.
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
Weighted Average Occupancy(1) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Same-store | 96.1 | % | 95.5 | % | 96.0 | % | 95.1 | % | |||||||||||||||
| Non-same-store | 85.9 | % | 94.4 | % | 87.1 | % | 94.3 | % | |||||||||||||||
Total(2) | 94.5 | % | 95.3 | % | 95.6 | % | 95.0 | % | |||||||||||||||
(1)Weighted average occupancy is defined as the percentage resulting from dividing actual rental revenue by scheduled rental revenue. Scheduled rental revenue represents the value of all apartment homes, with occupied homes valued at contractual rental rates pursuant to leases and vacant apartment homes valued at estimated market rents. When calculating actual rents for occupied apartment homes and market rents for vacant homes, delinquencies and concessions are not taken into account. Market rates are determined using the currently offered effective rates on new leases at the community and are used as the starting point in determination of the market rates of vacant apartment homes. Centerspace believes that weighted average occupancy is a meaningful measure of occupancy because it considers the value of each vacant unit at its estimated market rate. Weighted average occupancy may not completely reflect short-term trends in physical occupancy, and the calculation of weighted average occupancy may not be comparable to that disclosed by other REITs and other real estate companies.
(2)Excludes apartment communities classified as held for sale.
| Number of Apartment Homes | as of June 30, 2025 | as of June 30, 2024 | |||||||||
| Same-store | 11,084 | 11,084 | |||||||||
| Non-same-store | 758 | 288 | |||||||||
Held for sale and dispositions | 1,511 | 1,511 | |||||||||
| Total | 13,353 | 12,883 | |||||||||
Same-store analysis. Revenue from same-store communities increased 2.7%, or $1.5 million, in the three months ended June 30, 2025, compared to the same period in the prior year. The increase was attributable to 2.1% growth in average monthly revenue per occupied home for the three months ended June 30, 2025 and an increase of 0.6% in occupancy as weighted average occupancy increased from 95.5% for the three months ended June 30, 2024 to 96.1% for the three months ended June 30, 2025. Property operating expenses, including real estate taxes, at same-store communities increased by 2.4% or $517,000 in the three months ended June 30, 2025, compared to the same period in the prior year. At same-store communities, controllable expenses (which exclude insurance and real estate taxes) increased by $418,000, primarily due to an increase in compensation and utilities. Non-controllable expenses at same-store communities increased by $99,000, due to real estate taxes and offset by a decrease in insurance-related costs. Same-store NOI increased by $1.0 million to $36.2 million for the three months ended June 30, 2025, compared to $35.2 million in the same period of the prior year.
Revenue from same-store communities increased 3.1%, or $3.5 million, in the six months ended June 30, 2025, compared to the same period in the prior year. The increase was attributable to 2.2% growth in average monthly revenue per occupied home for the six months ended June 30, 2025 and an increase of 0.9% in occupancy as weighted average occupancy increased from 95.1% for the six months ended June 30, 2024 to 96.0% for the six months ended June 30, 2025. Property operating expenses, including real estate taxes, at same-store communities increased by 4.4% or $1.8 million in the six months ended June 30, 2025, compared to the same period in the prior year. At same-store communities, controllable expenses (which exclude insurance and real estate taxes) increased by $706,000, primarily due to an increase in utilities and compensation. Non-controllable expenses at same-store communities increased by $1.1 million, due to real estate taxes and offset by a decrease in insurance-related costs. Same-store NOI increased by $1.6 million to $71.5 million for the six months ended June 30, 2025, compared to $69.8 million in the same period of the prior year.
Non-same-store analysis. Revenue from non-same-store communities increased by $1.4 million in the three months ended June 30, 2025, compared to the same period in the prior year. Property operating expenses, including real estate taxes at non-same-store communities increased by $676,000. NOI at non-same-store communities increased by $763,000 for the three months ended June 30, 2025, compared to the same period of the prior year. The increase in revenue, property operating expenses, and NOI from non-same-store communities is due to the addition of two apartment communities, one during the fourth quarter of the prior year and the second during the second quarter of the current year, offset by a $214,000 decrease in NOI from repositioning a community by making full unit upgrades, resulting in lower occupancy and requiring relocation of residents.
Revenue from non-same-store communities increased by $2.2 million in the six months ended June 30, 2025, compared to the same period in the prior year. Property operating expenses, including real estate taxes at non-same-store communities increased by $1.1 million. NOI at non-same-store communities increased by $1.1 million for the six months ended June 30, 2025, compared to the same period of the prior year. The increase in revenue, property operating expenses, and NOI from non-same-store communities is due to the addition of two apartment communities, one during the fourth quarter of the prior year and the second during the second quarter of the current year, offset by a $318,000 decrease in NOI from repositioning a community by making full unit upgrades, resulting in lower occupancy and requiring relocation of residents.
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Other properties analysis. Revenue from other properties, which encompasses our commercial and mixed-use activity, increased by $246,000 in the three months ended June 30, 2025, compared to the same period in the prior year. Property operating expenses, including real estate taxes, at other properties increased by $13,000, compared to the same period in the prior year. NOI at other properties increased by $233,000, compared to the same period in the prior year. The increase in revenue, property operating expense, and NOI on other properties is due to the addition of an apartment community with commercial space during the fourth quarter of the prior year.
Revenue from other properties, which encompasses our commercial and mixed-use activity, increased by $456,000 in the six months ended June 30, 2025, compared to the same period in the prior year. Property operating expenses, including real estate taxes, at other properties increased by $170,000, compared to the same period in the prior year. NOI at other properties increased by $286,000, compared to the same period in the prior year. The increase in revenue, property operating expense, and NOI on other properties is due to the addition of an apartment community with commercial space during the fourth quarter of the prior year
Held for sale and dispositions analysis. Revenue from held for sale and dispositions increased by $282,000 in the three months ended June 30, 2025, compared to the same period in the prior year. Property operating expenses, including real estate taxes, increased by $136,000 on held for sale and dispositions, compared to the same period in the prior year. NOI on held for sale and dispositions increased $146,000, compared to the same period in the prior year. We disposed of two apartment communities in the first quarter of 2024 and classified 12 properties as held for sale during the second quarter of 2025.
Revenue from held for sale and dispositions increased by $1,000 in the six months ended June 30, 2025, compared to the same period in the prior year. Property operating expenses, including real estate taxes, on held for sale and dispositions decreased by $139,000, compared to the same period in the prior year. NOI on held for sale and dispositions increased $140,000, compared to the same period in the prior year. We disposed of two apartment communities in the first quarter of 2024 and classified 12 properties as held for sale during the second quarter of 2025.
Property management expenses. Property management expenses, consisting of property management overhead and property management fees paid to third parties, increased by 7.7% to $2.4 million in the three months ended June 30, 2025, compared to $2.2 million in the same period of the prior year. The increase was primarily due to higher compensation related costs compared to the same period of the prior year and fees paid to third parties for management of an apartment community we acquired in the second quarter of 2025.
Property management expense, consisting of property management overhead and property management fees paid to third parties, increased by 6.0% to $4.8 million in the six months ended June 30, 2025, compared to $4.6 million in the same period of the prior year. The increase was primarily due to higher compensation costs resulting from new positions and increased pay rates compared to the same period of the prior year, along with fees paid to third parties for management of an apartment community we acquired in the second quarter of 2025.
Casualty loss. Casualty loss was $399,000 in the three months ended June 30, 2025, compared to $510,000 in the same period of the prior year. The decrease is primarily due to fewer large loss claims activity in the current period compared to the same period of the prior year. See Note 2 of the Notes to the Condensed Consolidated Financial Statements in the report for more details.
Casualty loss was $931,000 in the six months ended June 30, 2025, compared to $1.3 million in the same period of the prior year. The decrease is primarily due to fewer large loss claims activity in the current period compared to the same period of the prior year. See Note 2 of the Notes to the Condensed Consolidated Financial Statements in the report for more details.
Depreciation and amortization. Depreciation and amortization increased by 5.4% to $27.1 million in the three months ended June 30, 2025, compared to $25.7 million in the same period of the prior year, primarily attributable to an increase in depreciation on apartment communities driven by the addition of two apartment communities, one in the fourth quarter of the prior year and one in the second quarter on the current year, along with value add and acquisition capital projects and amortization of in-place leases.
Depreciation and amortization increased by 3.8% to $54.8 million in the six months ended June 30, 2025, compared to $52.7 million in the same period of the prior year, primarily attributable to an increase in depreciation on apartment communities driven by the addition of two apartment communities, one in the fourth quarter of the prior year and one in the second quarter of the current year, along with value add and acquisition capital projects.
Impairment of real estate investments. Impairment of real estate investments was $14.5 million in the three and six months ended June 30, 2025. The impairment was the result of five apartment communities that were written down to estimated fair value in connection with their reclassification to assets held for sale.
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General and administrative expenses. General and administrative expenses increased by $166,000 to $4.4 million in the three months ended June 30, 2025, compared to $4.2 million in the same period of the prior year. The increase was primarily due to increased compensation costs from higher share-based compensation and other compensation related costs and legal fees, offset by a decrease in consulting fees in the three months ended June 30, 2025, compared to the same period of the prior year.
General and administrative expenses increased by $540,000 to $9.4 million in the six months ended June 30, 2025, compared to $8.8 million in the same period of the prior year. The increase was primarily due to increased compensation costs from higher share-based compensation and other compensation related costs along with professional fees and administrative and office expenses in the six months ended June 30, 2025, compared to the same period of the prior year.
Loss on sale of real estate and other investments. There was no gain or loss on the sale of real estate and other investments in the six months ended June 30, 2025, compared to a loss of $577,000 in the same period of the prior year. Refer to Note 8 in the Condensed Consolidated Financial Statements for more information.
Interest expense. Interest expense increased by 14.9% to $10.7 million in the three months ended June 30, 2025, compared to $9.3 million in the same period of the prior year, primarily due to a higher outstanding balance on our lines of credit resulting from the acquisition of an apartment community in the second quarter of the current year along with higher mortgage interest and amortization of debt discount resulting from the assumption of a mortgage in connection with an acquisition in the fourth quarter of the prior year.
Interest expense increased by 9.8% to $20.4 million in the six months ended June 30, 2025, compared to $18.5 million in the same period of the prior year, primarily due to a higher outstanding balance on our lines of credit resulting from the acquisition of an apartment community in the second quarter of the current year along with higher mortgage interest and amortization of debt discount resulting from the assumption of a mortgage in connection with an acquisition in the fourth quarter of the prior year.
Interest and other income. Interest and other income increased to $735,000 in the three months ended June 30, 2025, compared to $477,000 in the same period of the prior year. The increase was primarily due to interest income on a real estate related note receivable in the current period that was not fully funded by the end of second quarter of 2024 and a note receivable acquired in the fourth quarter of 2024.
Interest and other income increased to $1.4 million in the six months ended June 30, 2025, compared to $817,000 in the same period of the prior year. The increase was primarily due to interest income on a real estate related note receivable in the current period that was not fully funded by the end of second quarter of 2024 and a note receivable acquired in the fourth quarter of 2024.
Net loss available to common shareholders. Net loss available to common shareholders was $14.5 million for the three months ended June 30, 2025, compared to a net loss of $2.9 million in the three months ended June 30, 2024.
Net loss available to common shareholders was $18.2 million for the six months ended June 30, 2025, compared to a net loss of $8.4 million in the six months ended June 30, 2024.
Funds from Operations and Core Funds from Operations.
We believe that Funds from Operations (“FFO”), which is a non-GAAP financial measure used as a standard supplemental measure for equity real estate investment trusts, is helpful to investors in understanding operating performance, primarily because its calculation does not assume the value of real estate assets diminishes predictably over time, as implied by the historical cost convention of GAAP and the recording of depreciation and amortization.
We use the definition of FFO adopted by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”). Nareit defines FFO as net income or loss calculated in accordance with GAAP, excluding:
•depreciation and amortization related to real estate;
•gains and losses from the sale of certain real estate assets;
•gains and losses from change in control;
•impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity; and
•similar adjustments for partially owned consolidated real estate entities.
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The exclusion in Nareit’s definition of FFO of gains and losses from the sale of real estate assets and impairment write-downs helps to identify the operating results of the long-term assets that form the base of investments and assists management and investors in comparing those operating results between periods.
Due to limitations of the Nareit FFO definition, we have made certain interpretations in applying this definition. We believe that all such interpretations not specifically provided for in the Nareit definition are consistent with this definition. Nareit’s FFO White Paper 2018 Restatement clarified that impairment write-downs of land related to a REIT’s main business are excluded from FFO and a REIT has the option to exclude impairment write-downs of assets that are incidental to the main business.
While FFO is widely used by us as a primary performance metric, not all real estate companies use the same definition of FFO or calculate FFO the same way. Accordingly, FFO presented here is not necessarily comparable to FFO presented by other real estate companies. FFO should not be considered as an alternative to net income (loss) or any other GAAP measurement of performance, but rather should be considered as an additional, supplemental measure. FFO also does not represent cash generated from operating activities in accordance with GAAP, nor is it indicative of funds available to fund all cash needs, including our ability to service indebtedness or make distributions to shareholders.
Core Funds from Operations (“Core FFO”), a non-GAAP measure, is FFO adjusted for non-routine items or items not considered core to business operations. By further adjusting for items that are not considered part of core business operations, we believe that Core FFO provides investors with additional information to compare core operating and financial performance between periods. Core FFO should not be considered as an alternative to net income (loss) or as any other GAAP measurement of performance, but rather should be considered an additional supplemental measure. Core FFO also does not represent cash generated from operating activities in accordance with GAAP, nor is it indicative of funds available to fund all cash flow needs, including the ability to service indebtedness or make distributions to shareholders. Core FFO is a non-GAAP and non-standardized financial measure that may be calculated differently by other REITs and that should not be considered a substitute for operating results determined in accordance with GAAP.
Net loss available to common shareholders for the three months ended June 30, 2025, was $14.5 million compared to net loss of $2.9 million for the same period of the prior year. FFO applicable to common shares and Units for the three months ended June 30, 2025, increased to $24.5 million compared to $22.1 million for the comparable period of the prior year, representing an increase of 10.8%. This FFO increase was primarily due to increased NOI along with dividends to preferred shareholders that occurred in the prior year that did not occur in the same period of the current year, offset by increased interest expense.
Net loss available to common shareholders for the six months ended June 30, 2025, was $18.2 million compared to net loss of $8.4 million for the same period of the prior year. FFO applicable to common shares and Units for the six months ended June 30, 2025, increased to $47.7 million compared to $43.0 million for the comparable period of the prior year, representing an increase of 10.9%. This FFO increase was primarily due to increased NOI along with dividends to preferred shareholders that occurred in the prior year that did not occur in the same period of the current year, offset by increased interest expense.
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Reconciliation of Net Income (Loss) Available to Common Shareholders to Funds from Operations and Core Funds from Operations
| (in thousands, except per share and unit amounts) | ||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Funds from Operations: | ||||||||||||||||||||||||||
Net loss available to common shareholders | $ | (14,515) | $ | (2,903) | $ | (18,249) | $ | (8,415) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Noncontrolling interests – Operating Partnership and Series E preferred units | (2,483) | (561) | (3,126) | (1,640) | ||||||||||||||||||||||
| Depreciation and amortization | 27,097 | 25,714 | 54,751 | 52,726 | ||||||||||||||||||||||
| Less depreciation – non real estate | (84) | (82) | (167) | (167) | ||||||||||||||||||||||
| Less depreciation – partially owned entities | (21) | (25) | (43) | (49) | ||||||||||||||||||||||
| Impairment of real estate investments | 14,543 | — | 14,543 | — | ||||||||||||||||||||||
Loss on sale of real estate | — | — | — | 577 | ||||||||||||||||||||||
| FFO applicable to common shares and Units | $ | 24,537 | $ | 22,143 | $ | 47,709 | $ | 43,032 | ||||||||||||||||||
| Adjustments to Core FFO: | ||||||||||||||||||||||||||
Non-cash casualty loss | 149 | 191 | 431 | 893 | ||||||||||||||||||||||
| Interest rate swap amortization | 174 | 173 | 349 | 370 | ||||||||||||||||||||||
| Amortization of assumed debt | 418 | 263 | 835 | 526 | ||||||||||||||||||||||
Other miscellaneous items(1) | 19 | 31 | (48) | 26 | ||||||||||||||||||||||
| Core FFO applicable to common shares and Units | $ | 25,297 | $ | 22,801 | $ | 49,276 | $ | 44,847 | ||||||||||||||||||
| FFO applicable to common shares and Units | $ | 24,537 | $ | 22,143 | $ | 47,709 | $ | 43,032 | ||||||||||||||||||
| Dividends to Series D preferred unitholders | 160 | 160 | 320 | 320 | ||||||||||||||||||||||
| FFO applicable to common shares and Units - diluted | $ | 24,697 | $ | 22,303 | $ | 48,029 | $ | 43,352 | ||||||||||||||||||
| Core FFO applicable to common shares and Units | $ | 25,297 | $ | 22,801 | $ | 49,276 | $ | 44,847 | ||||||||||||||||||
| Dividends to Series D preferred unitholders | 160 | 160 | 320 | 320 | ||||||||||||||||||||||
| Core FFO applicable to common shares and Units - diluted | $ | 25,457 | $ | 22,961 | $ | 49,596 | $ | 45,167 | ||||||||||||||||||
| Per Share Data | ||||||||||||||||||||||||||
Net loss per common share - basic and diluted(2) | $ | (0.87) | $ | (0.19) | $ | (1.09) | $ | (0.56) | ||||||||||||||||||
| FFO per share and Unit - diluted | $ | 1.24 | $ | 1.23 | $ | 2.42 | $ | 2.39 | ||||||||||||||||||
| Core FFO per share and Unit - diluted | $ | 1.28 | $ | 1.27 | $ | 2.50 | $ | 2.49 | ||||||||||||||||||
Weighted average shares - basic and diluted for net loss | 16,741 | 14,972 | 16,734 | 14,947 | ||||||||||||||||||||||
Effect of redeemable operating partnership Units for FFO and Core FFO | 971 | 835 | 975 | 845 | ||||||||||||||||||||||
Effect of Series D preferred units for FFO and Core FFO | 228 | 228 | 228 | 228 | ||||||||||||||||||||||
Effect of Series E preferred units for FFO and Core FFO | 1,905 | 2,062 | 1,906 | 2,070 | ||||||||||||||||||||||
Effect of dilutive restricted stock units and stock options for FFO and Core FFO | 25 | 32 | 25 | 26 | ||||||||||||||||||||||
| Weighted average shares and Units for FFO and CFFO - diluted | 19,870 | 18,129 | 19,868 | 18,116 | ||||||||||||||||||||||
(1)Consists of (gain) loss on investments and one-time professional fees.
(2)Refer to Note 3 of the Notes to the Condensed Consolidated Financial Statements for additional details on net loss per share.
Acquisitions and Dispositions
We acquired $149.0 million of new real estate during the six months ended June 30, 2025. We had no dispositions during the six months ended June 30, 2025. Refer to Note 8 in the Condensed Consolidated Financial Statements for more information.
Distributions Declared
Distributions of $0.77 and $0.75 per common share and Unit were declared during the three months ended June 30, 2025 and 2024, respectively. Distributions of $1.54 and $1.50 per common share and Unit were declared during the six months ended June 30, 2025 and 2024, respectively. Distributions of $0.4140625 and $0.828125 per Series C preferred share were declared during the three and six months ended June 30, 2024, respectively. Distributions of $0.9655 per Series D preferred unit were declared during the three months ended June 30, 2025 and 2024 and $1.931 per Series D preferred unit for the six months ended June 30, 2025 and 2024. Distributions of $0.96875 per Series E preferred unit were declared during the three months ended June 30, 2025 and 2024 and $1.9375 per Series E preferred unit for the six months ended June 30, 2025 and 2024.
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Liquidity and Capital Resources
Overview
We strive to maintain a strong balance sheet and preserve financial flexibility, which we believe should enhance our ability to capitalize on appropriate investment opportunities as they may arise. We intend to continue to focus on core fundamentals, which include generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs.
Our primary sources of liquidity are cash and cash equivalents on hand and cash flows generated from operations. Other sources include availability under our unsecured lines of credit, proceeds from property dispositions, including restricted cash related to real estate deposits, offerings of preferred and common shares under our shelf registration statement, including offerings of common shares under our ATM Program, and long-term unsecured debt and secured mortgages.
Our primary liquidity demands are normally-recurring operating and overhead expenses, debt service and repayments, capital improvements to our communities, distributions to the holders of our common shares, Series D and Series E preferred units, and Units, value-add redevelopment, common and preferred share buybacks and Unit redemptions, funding of mezzanine loans or real estate related notes, and acquisitions of additional communities.
Although we believe that our financial condition and liquidity are sufficient to meet our reasonably anticipated liquidity demands, factors that could increase or decrease our future liquidity include, but are not limited to, changes in interest rates or sources of financing, general volatility in capital and credit markets, changes in minimum REIT dividend requirements, and our ability to access the capital markets on favorable terms, or at all. As a result of the foregoing conditions or general economic conditions in our markets that affect our ability to attract and retain residents, we may not generate sufficient cash flow from operations. If we are unable to obtain capital from other sources, we may not be able to pay the distribution required to maintain our status as a REIT, make required principal and interest payments, make strategic acquisitions or make necessary routine capital improvements or undertake value add renovation opportunities with respect to our existing portfolio of operating assets.
As of June 30, 2025, we had total liquidity of approximately $206.3 million, which included $194.0 million available on the lines of credit based on the value of unencumbered properties and $12.4 million of cash and cash equivalents. As of December 31, 2024, we had total liquidity of approximately $224.6 million, which included $212.6 million available on the lines of credit based on the value of unencumbered properties and $12.0 million of cash and cash equivalents.
Debt
As of June 30, 2025, we had a multibank, revolving line of credit with total commitments and borrowing capacity of $400.0 million, based on the value of unencumbered properties, (the “Unsecured Credit Facility” or “Facility”). In May 2025, the Company exercised the accordion feature of the Facility, expanding the borrowing capacity by $150.0 million to $400.0 million. Prior to the exercise of the accordion feature, the line of credit had total commitments and borrowing capacity of up to $250.0 million, based on the value of unencumbered properties. As of June 30, 2025, there was $215.8 million outstanding on this line of credit and additional borrowing availability was $184.2 million. At December 31, 2024, the line of credit borrowing capacity was $250.0 million based on the value of unencumbered properties, of which $44.0 million was outstanding and additional borrowing availability was $206.0 million. The line of credit is utilized to refinance existing indebtedness, to finance property acquisitions, to finance capital expenditures, and for general corporate purposes. On July 26, 2024, the Unsecured Credit Facility was amended to extend maturity and to modify the leverage-based margin ratios applicable to borrowings. As amended, this Facility matures in July 2028, with an option to extend maturity for up to two additional six-month periods.
As amended, the interest rates on the line of credit are based on the consolidated leverage ratio, at our option, on either the lender’s base rate plus a margin, ranging from 20-80 basis points, or the daily or term Secured Overnight Financing Rate (“SOFR”), plus a margin that ranges from 120-180 basis points, with the consolidated leverage ratio described under the Third Amended and Restated Credit Agreement, as amended.
In September 2024, we entered into an operating line of credit agreement with US Bank, N.A. which has a borrowing capacity of up to $10.0 million and pricing based on SOFR. This operating line of credit terminates in September 2025 and is designed to enhance treasury management activities and more effectively manage cash balances. As of June 30, 2025 and December 31, 2024, there was $194,000 and $3.4 million outstanding on this line of credit, respectively.
We had a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) under which we have issued $175.0 million in unsecured senior promissory notes (“Unsecured Shelf Notes”). On October 28, 2024, the shelf agreement was amended to extend the period of time during which we may borrow money to October 2027 and to increase the borrowing capacity to $300.0 million. We also had a separate private note purchase
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agreement with PGIM and certain other lenders for the issuance of $125.0 million of senior unsecured promissory notes (“Unsecured Club Notes”, and collectively with the Unsecured Shelf Notes, the “unsecured senior notes”), of which all $125.0 million was issued in September 2021. The following table shows the notes issued under both agreements as of June 30, 2025 and December 31, 2024.
| (in thousands) | |||||||||||||||||
| Amount | Maturity Date | Fixed Interest Rate | |||||||||||||||
| Series A | $ | 75,000 | September 13, 2029 | 3.84 | % | ||||||||||||
| Series B | $ | 50,000 | September 30, 2028 | 3.69 | % | ||||||||||||
| Series C | $ | 50,000 | June 6, 2030 | 2.70 | % | ||||||||||||
| Series 2021-A | $ | 35,000 | September 17, 2030 | 2.50 | % | ||||||||||||
| Series 2021-B | $ | 50,000 | September 17, 2031 | 2.62 | % | ||||||||||||
| Series 2021-C | $ | 25,000 | September 17, 2032 | 2.68 | % | ||||||||||||
| Series 2021-D | $ | 15,000 | September 17, 2034 | 2.78 | % | ||||||||||||
We have a $198.9 million Fannie Mae Credit Facility Agreement (the “FMCF”). The FMCF is currently secured by mortgages on 11 apartment communities. The notes are interest-only, with varying maturity dates of 7, 10, and 12 years, and a blended, weighted average fixed interest rate of 2.78%. As of June 30, 2025 and December 31, 2024, the FMCF had a balance of $198.9 million. The FMCF is included within mortgages payable on the Condensed Consolidated Balance Sheets.
Mortgage loan indebtedness, excluding unamortized premiums and discounts and the FMCF, was $406.4 million on 14 apartment communities at June 30, 2025 and $420.4 million on 15 apartment communities at December 31, 2024. All of our mortgage debt is collateralized by apartment communities and is non-recourse at fixed rates of interest, with staggered maturities. This reduces the exposure to changes in interest rates, which minimizes the effect of interest rate fluctuations on our results of operations and cash flows. As of June 30, 2025 and December 31, 2024, the weighted average interest rate on mortgage debt was 4.03% and 4.02%, respectively. Further information can be found in Note 5 - Debt in the Condensed Consolidated notes.
Equity
We amended our equity distribution agreement in connection with the at the market offering (“ATM Program”) through which we may offer and sell common shares in amounts and at times determined by management. The amendment increased the maximum aggregate offering price of common shares available for offer and sale thereunder from $250.0 million to $500.0 million. Under the ATM Program, we may enter into separate forward sale agreements. The proceeds from the sale of common shares under the ATM Program may be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. There were no sales of common shares under the ATM program during the three and six months ended June 30, 2025. The table below provides details on the sale of common shares during the three and six months ended June 30, 2024 under the ATM Program. As of June 30, 2025, common shares having an aggregate offering price of up to $262.9 million remained available under the ATM Program. Further information can be found in Note 4 - Mezzanine Equity and Equity in the Condensed Consolidated notes.
(in thousands, except per share amounts) | |||||||||||||||||
Three and Six Months Ended June 30, | Number of Common Shares | Net Consideration (1) | Average Net Price Per Share | ||||||||||||||
| 2024 | 110 | $ | 7,561 | $ | 68.77 | ||||||||||||
(1)Total consideration is net of $115,000 in commissions during the three and six months ended June 30, 2024.
We had a share repurchase program (the “Share Repurchase Program”), providing for the repurchase of up to an aggregate of $50.0 million of our outstanding common shares which expired on March 10, 2025. Under the Share Repurchase Program, we were authorized to repurchase common shares through open market purchases, privately-negotiated transactions, block trades or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities and Exchange Act of 1934, as amended. The specific timing and amount of repurchases varied based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors. There were no common shares repurchased during the three and six months ended June 30, 2025. The table below provides details on the common shares repurchased under this program during the three and six months ended June 30, 2024.
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| (in thousands, except per share amounts) | ||||||||||||||
| Three Months Ended June 30, | Number of Common Shares | Aggregate Cost(1) | Average Price Per Share(1) | |||||||||||
| 2024 | — | — | — | |||||||||||
| Six Months Ended June 30, | ||||||||||||||
| 2024 | 88 | $ | 4,703 | $ | 53.62 | |||||||||
(1)Amount includes commissions.
We had 1.6 million Series E preferred units (noncontrolling interests) outstanding on June 30, 2025 and December 31, 2024. Each Series E preferred unit has a par value of $100. The Series E preferred unit holders receive a preferred distribution at the rate of 3.875% per year. Each Series E preferred unit is convertible, at the holder’s option, into 1.20482 Units. The Series E preferred units have an aggregate liquidation preference of $157.5 million. The holders of the Series E preferred units do not have voting rights.
We had 113,100 and 165,600 Series D preferred units outstanding on June 30, 2025 and December 31, 2024, respectively. The Series D preferred units have a par value of $100 per preferred unit. The Series D preferred unit holders receive a preferred distribution at the rate of 3.862% per year and have a put option which allows the holder to redeem any or all of the Series D preferred units for cash equal to the issuance price. On June 30, 2025, we redeemed 52,500 Series D preferred units for an aggregate redemption price of $5.3 million. Each Series D preferred unit is convertible, at the holder’s option, into 1.37931 Units. The Series D preferred units had an aggregate liquidation value of $11.3 million and $16.6 million at June 30, 2025 and December 31, 2024, respectively.
Changes in Cash, Cash Equivalents, and Restricted Cash
As of June 30, 2025, we had cash and cash equivalents of $12.4 million and restricted cash consisting of $5.8 million of real estate deposits and escrows held by lenders for real estate taxes, insurance, and capital additions. As of December 31, 2024, we had cash and cash equivalents of $12.0 million and restricted cash consisting of $1.1 million of escrows held by lenders for real estate taxes, insurance, and capital additions.
The following discussion relates to changes in consolidated cash, cash equivalents, and restricted cash which are presented in the Condensed Consolidated Statements of Cash Flows in Part I, Item 1 above.
In addition to cash flows from operations of $50.7 million, during the six months ended June 30, 2025, we generated capital from various activities, including:
•Receiving $168.7 million in net draws on the lines of credit.
During the six months ended June 30, 2025, we used capital for various activities, including:
•Acquiring an apartment community in Salt Lake City, Utah for $150.1 million in cash, including transaction costs;
•Funding capital improvements for apartment communities of approximately $14.8 million;
•Repaying $14.0 million of mortgage principal;
•Redeeming 52,500 Series D preferred units for $5.3 million; and
•Paying distributions on common shares, Series E preferred units, and Units of $29.9 million.
Contractual Obligations and Other Commitments
Contractual obligations and other commitments were disclosed in our Form 10-K for the year ended December 31, 2024. Refer to Note 10 of the Notes to the Condensed Consolidated Financial Statements for additional details. There have been no material changes to our contractual obligations and other commitments since that report was filed.
Inflation and Supply Chain
Our apartment leases generally have terms of one year or less, which means that, in an inflationary environment, we would have the ability, subject to market conditions, to increase rents upon the commencement of new leases or renewal of existing leases to manage the impact of inflation on our business. However, the cost to operate and maintain communities could increase
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at a rate greater than our ability to increase rents, which could adversely affect our results of operations. High inflation could have a negative impact on our residents and their ability to absorb rent increases.
We also continue to monitor pressures surrounding supply chain challenges. Supply chain and inflationary pressures are likely to result in increased operating expenses, specifically, increases in energy costs, labor related costs, and construction materials for repairs and maintenance or capital projects. A worsening of the current environment could contribute to delays in obtaining construction materials and result in higher than anticipated costs, which could prevent us from obtaining expected returns on value add projects.
We continue to have access to the financial markets; however, a prolonged disruption of the markets or a decline in credit and financing conditions could negatively affect our ability to access capital necessary to fund our operations or refinance maturing debt in the future. Additionally, rising interest rates could negatively impact our borrowing costs for any variable rate borrowings or refinancing activity.
Off-Balance Sheet Arrangements
As of June 30, 2025, we had no significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
Critical Accounting Policies
In preparing the Condensed Consolidated Financial Statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. A summary of critical accounting policies is included in our Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025, under the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Refer to Note 2 of the Notes to Condensed Consolidated Financial Statements in this report for additional information. There have been no other significant changes to the critical accounting policies during the six months ended June 30, 2025.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Our future revenue, cash flows, and fair values of certain financial instruments are dependent upon prevailing market prices and interest rates.
Our exposure to market risk is primarily related to fluctuations in the general level of interest rates on our current and future fixed and variable rate debt obligations. Our operating results are, therefore, affected by changes in interest rates, including SOFR. The Company does not enter into derivative instruments for trading or speculative purposes.
See our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025, under the heading “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for a more complete discussion of the Company’s interest rate sensitivity.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures:
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2025, such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting:
In connection with the evaluation required by Rule 13a-15(d), management, with the participation of the Chief Executive Officer and Chief Financial Officer, has identified no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2025, and that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of the Company’s operations, the Company becomes involved in litigation. At this time, the Company knows of no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of the Company’s property is the subject.
Item 1A. Risk Factors
There have been no material changes to the Risk Factors previously disclosed in Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and disclosed in Item 1A in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Securities
On May 31, 2025, we issued an aggregate of 3,460 unregistered common shares to limited partners of Centerspace, LP upon exercise of their Exchange Rights for an equal number of Units. On June 1, 2025, we issued an aggregate of 74 unregistered restricted stock units to our employees and 9,527 unregistered restricted stock units to our trustees as part of their annual equity compensation under our 2025 Incentive Plan. All such issuances of our common shares and restricted stock units were exempt from registration as private placements under Section 4(a)(2) of the Securities Act. We have registered the resale of such common shares under the Securities Act.
Issuer Purchases of Equity Securities
| Maximum Dollar | |||||||||||||||||
| Total Number of Shares | Amount of Shares That | ||||||||||||||||
| Total Number of | Average Price | Purchased as Part of | May Yet Be Purchased | ||||||||||||||
| Shares and Units | Paid per | Publicly Announced | Under the Plans or | ||||||||||||||
| Period | Purchased(1) | Share and Unit(2) | Plans or Programs | Programs(3) | |||||||||||||
April 1 - 30, 2025 | 30 | $ | 64.01 | — | $ | — | |||||||||||
May 1 - 31, 2025 | — | — | — | — | |||||||||||||
June 1 - 30, 2025 | 52,500 | 100.00 | — | — | |||||||||||||
| Total | 52,530 | $ | 99.98 | — | |||||||||||||
(1)Includes Units and Series D preferred units redeemed for cash pursuant to the exercise of exchange rights.
(2)Amount is based on market prices and includes commissions paid.
(3)On March 10, 2022, the board authorized a new $50.0 million share repurchase program. This program expired on March 10, 2025.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2025, none of our trustees or executive officers adopted terminated
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Item 6. Exhibits
The following exhibits are filed as part of this Report.
EXHIBIT INDEX
| Exhibit No. | Description | ||||
| 3.1 | |||||
| 3.2 | |||||
10.1 | |||||
10.2 | |||||
10.3 | |||||
31.1* | |||||
31.2* | |||||
32.1* | |||||
32.2* | |||||
| 101 INS** | INSTANCE DOCUMENT | ||||
| 101 SCH** | SCHEMA DOCUMENT | ||||
| 101 CAL** | CALCULATION LINKBASE DOCUMENT | ||||
| 101 LAB** | LABELS LINKBASE DOCUMENT | ||||
| 101 PRE** | PRESENTATION LINKBASE DOCUMENT | ||||
| 101 DEF** | DEFINITION LINKBASE DOCUMENT | ||||
| 104** | COVER PAGE INTERACTIVE DATA FILE - THE COVER PAGE XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT | ||||
* Filed herewith
** Submitted electronically herewith. Attached as Exhibit 101 are the following materials from Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss; (iii) the Condensed Consolidated Statements of Equity; (iv) the Condensed Consolidated Statements of Cash Flows; (v) notes to these Condensed Consolidated Financial Statements; and (vi) the Cover Page to Quarterly Report on our Form 10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Centerspace
(Registrant)
| /s/ Anne Olson | |||||
| Anne Olson | |||||
| President and Chief Executive Officer | |||||
| /s/ Bhairav Patel | |||||
| Bhairav Patel | |||||
| Executive Vice President and Chief Financial Officer | |||||
| Date: August 4, 2025 | |||||
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Exhibit 31.1
Certifications
I, Anne Olson, certify that:
| 1 | I have reviewed this quarterly report on Form 10-Q of Centerspace; | ||||
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4 | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||||||||||
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||||||||||
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||||||||||
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||||||||||
| 5 | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||||
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||||||||||
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | ||||||||||
Date: August 4, 2025
| By: | /s/ Anne Olson | |||||||
| Anne Olson, President and Chief Executive Officer | ||||||||
Exhibit 31.2
Certifications
I, Bhairav Patel, certify that:
| 1 | I have reviewed this quarterly report on Form 10-Q of Centerspace; | ||||
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4 | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||||||||||
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||||||||||
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||||||||||
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||||||||||
| 5 | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||||
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||||||||||
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | ||||||||||
Date: August 4, 2025
| By: | /s/ Bhairav Patel | |||||||
| Bhairav Patel, Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Centerspace (the “Company”) on Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anne Olson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Anne Olson | |||||
| Anne Olson | |||||
| President and Chief Executive Officer | |||||
| August 4, 2025 | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification is furnished, and shall not be deemed filed, as provided by Rule 13a-14(b) promulgated under the Securities Act of 1934 and Item 601(b) (32) (ii) of Regulation S-K.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Centerspace (the “Company”) on Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bhairav Patel, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Bhairav Patel | |||||
| Bhairav Patel | |||||
| Executive Vice President and Chief Financial Officer | |||||
| August 4, 2025 | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification is furnished, and shall not be deemed filed, as provided by Rule 13a-14(b) promulgated under the Securities Act of 1934 and Item 601(b) (32) (ii) of Regulation S-K.