Centerspace 10-Q for FY2023 Q2
Centerspace (CSR)
10-Q
2023-07-31
For: 2023-06-30
View Original
Added on
April 04, 2026
About this 10-Q
Centerspace filed this 10-Q on July 31, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).
Headline figures
Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $64.78M
- up 2.6% from $63.12M a year earlier
- Net loss
- $1.86M
- compared with a net loss of $2.99M a year earlier
- Diluted EPS
- -$0.23
- compared with -$0.30 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, 2023
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 24, 2023, was 14,949,060 .
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, 2023 | December 31, 2022 | ||||||||||
| ASSETS | (Unaudited) | ||||||||||
| Real estate investments | |||||||||||
| Property owned | $ | $ | |||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Total real estate investments | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Other assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES, MEZZANINE EQUITY, AND EQUITY | |||||||||||
| LIABILITIES | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Revolving lines of credit | |||||||||||
Notes payable, net of unamortized loan costs of $ | |||||||||||
Mortgages payable, net of unamortized loan costs of $ | |||||||||||
| TOTAL LIABILITIES | $ | $ | |||||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 10) | |||||||||||
SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $ | $ | $ | |||||||||
| EQUITY | |||||||||||
Series C Preferred Shares of Beneficial Interest (Cumulative redeemable preferred shares, no par value, $ | |||||||||||
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 (unaudited)
| (in thousands, except per share data) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| REVENUE | $ | $ | $ | $ | |||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Property operating expenses, excluding real estate taxes | |||||||||||||||||||||||
| Real estate taxes | |||||||||||||||||||||||
| Property management expense | |||||||||||||||||||||||
Casualty loss | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| TOTAL EXPENSES | $ | $ | $ | $ | |||||||||||||||||||
Gain (loss) on sale of real estate and other investments | ( | ||||||||||||||||||||||
| Loss on litigation settlement | ( | ( | |||||||||||||||||||||
Operating income (loss) | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Interest and other income (loss) | ( | ||||||||||||||||||||||
NET INCOME (LOSS) | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Dividends to Series D preferred unitholders | ( | ( | ( | ( | |||||||||||||||||||
Net (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units | ( | ||||||||||||||||||||||
Net income attributable to noncontrolling interests – consolidated real estate entities | ( | ( | ( | ( | |||||||||||||||||||
Net income (loss) attributable to controlling interests | ( | ( | ( | ||||||||||||||||||||
| Dividends to preferred shareholders | ( | ( | ( | ( | |||||||||||||||||||
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
NET INCOME (LOSS) PER COMMON SHARE – BASIC | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
NET INCOME (LOSS) PER COMMON SHARE – DILUTED | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)
| (in thousands) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Net income (loss) | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Other comprehensive income: | |||||||||||||||||||||||
Unrealized gain from derivative instrument | |||||||||||||||||||||||
Loss on derivative instrument reclassified into earnings | |||||||||||||||||||||||
Total comprehensive income (loss) | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Net comprehensive (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units | ( | ||||||||||||||||||||||
Net income attributable to noncontrolling interests – consolidated real estate entities | ( | ( | ( | ( | |||||||||||||||||||
Comprehensive income (loss) attributable to controlling interests | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)
| (in thousands, except per share data) | ||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2022 | 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, 2021 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
Net (loss) attributable to controlling interests and noncontrolling interests | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and 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 | ||||||||||||||||||||||||||||||||||||||
| Issuance of Units | ||||||||||||||||||||||||||||||||||||||
| Redemption of Units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Redemption of Units for cash | ( | ( | ||||||||||||||||||||||||||||||||||||
| Change in redemption value of Series D preferred units | ||||||||||||||||||||||||||||||||||||||
| Shares withheld for taxes | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
Net income 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 | ||||||||||||||||||||||||||||||||||||||
| Redemption of Units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Shares repurchased | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Shares withheld for taxes | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
6
| (in thousands, except per share data) | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2022 | 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, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
Net (loss) attributable to controlling interests and noncontrolling interests | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Change in fair value of derivatives and 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 | ||||||||||||||||||||||||||||||||||||||
| Redemption of Units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Redemption of Units for cash | ( | ( | ||||||||||||||||||||||||||||||||||||
| Change in redemption value of Series D preferred units | ||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||||||
| Balance at March 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 | ||||||||||||||||||||||||||||||||||||||
| Redemption of units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Redemption of Series E preferred units for common shares | ( | |||||||||||||||||||||||||||||||||||||
| Shares repurchased | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
7
CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
| (in thousands) | |||||||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
Net income (loss) | $ | $ | ( | ||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization, including amortization of capitalized loan costs | |||||||||||
| Gain on sale of real estate and other investments | ( | ||||||||||
| Loss on litigation settlement | |||||||||||
| Share-based compensation expense | |||||||||||
(Gain) loss on interest rate swap mark-to-market and settlement amortization | ( | ||||||||||
| 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 | |||||||||||
| Proceeds from sale of real estate and other investments | |||||||||||
| Payments for acquisitions of real estate investments | ( | ||||||||||
| Payments for improvements of real estate investments | ( | ( | |||||||||
| Other investing activities | ( | ||||||||||
Net cash provided by (used by) investing activities | $ | $ | ( | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from mortgages payable | |||||||||||
| Principal payments on mortgages payable | ( | ( | |||||||||
| Proceeds from revolving lines of credit | |||||||||||
| Principal payments on revolving lines of credit | ( | ( | |||||||||
| Principal payments on notes payable | ( | ||||||||||
| Payment for termination of interest rate swap | ( | ||||||||||
| Net proceeds from issuance of common shares | |||||||||||
| Repurchase of common shares | ( | ||||||||||
| Redemption of partnership 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 used by financing activities | $ | ( | $ | ( | |||||||
NET DECREASE 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 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 | ( | ||||||||||
| Real estate assets acquired through assumption of debt | |||||||||||
| Fair value adjustment to debt | |||||||||||
| Real estate assets acquired through exchange of note receivable | ( | ||||||||||
| Note receivable exchanged through real estate acquisition | |||||||||||
| Real estate assets acquired through issuance of operating partnership units | |||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
8
CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
| (in thousands) | |||||||||||||||||
| Balance sheet description | June 30, 2023 | December 31, 2022 | June 30, 2022 | ||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Restricted cash | |||||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | $ | ||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
9
CENTERSPACE AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
June 30, 2023
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 (f/k/a IRET Properties), a North Dakota limited partnership (the “Operating Partnership”), as well as through a number of other consolidated subsidiary entities. The accompanying Condensed Consolidated Financial Statements include 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 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, 2022, as filed with the SEC on February 21, 2023.
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.
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 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848 | This ASU extends the sunset date of Reference Rate Reform (Topic 848): Facilitation of Reference Rate Reform to December 31, 2024. | This ASU is effective immediately for all companies. | The ASU will not have a material impact on the Condensed Consolidated Financial Statements. | ||||||||
10
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 our bank deposits and our deposits in a money market mutual fund. As of June 30, 2023 and December 31, 2022, restricted cash consisted primarily of escrows held by lenders for real estate taxes, insurance, and capital additions. We are potentially exposed to credit risk for cash deposited with FDIC-insured financial institutions in accounts which, at times, may exceed federally insured limits. Although recent bank failures have increased the risk of loss in such accounts, we have not experienced any losses in such accounts.
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”) 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, 2023 and 2022, rental income represented approximately 98.3 % and 97.7 % 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, 2023 and 2022, other property revenues represented the remaining 1.7 % and 2.3 % of total revenues, respectively, and were primarily driven by other fee income, which is typically recognized when earned, at a point in time. For the six months ended June 30, 2023 and 2022, rental income represented approximately 98.3 % and 97.9 % of total revenues, respectively. For the six months ended June 30, 2023 and 2022, other property revenues represented the remaining 1.7 % and 2.1 % 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, 2023, was as follows:
| (in thousands) | ||||||||
2023 (remainder) | $ | |||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Thereafter | ||||||||
| Total scheduled lease income - commercial operating leases | $ | |||||||
REVENUES AND GAINS ON SALE OF REAL ESTATE
Revenue is recognized in accordance with the transfer of goods and services to customers at an amount that reflects the consideration to which the Company expects to be entitled for those goods and services.
Revenue streams that are included in revenues from contracts with customers include other property revenue 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, 2023 and 2022:
| (in thousands) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| Revenue Stream | Applicable Standard | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||
| Fixed lease income - operating leases | Leases | $ | $ | $ | $ | ||||||||||||||||||
| Variable lease income - operating leases | Leases | ||||||||||||||||||||||
| Other property revenue | Revenue from contracts with customers | ||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
11
MARKET CONCENTRATION RISK
We are subject to increased exposure from economic and other competitive factors specific to markets where we hold a significant percentage of the carrying value of our real estate portfolio. As of June 30, 2023, we held more than 10% of the carrying value of our real estate portfolio in each of the following markets: Minneapolis, Minnesota and Denver, Colorado.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates long-lived assets, including investments in real estate, for impairment indicators at least quarterly. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each property, and legal and environmental concerns. If indicators exist, the Company compares the expected future undiscounted cash flows for the property against the carrying amount of that property. If the sum of the estimated undiscounted cash flows is less than the carrying amount, an impairment loss is 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 anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates, and capital requirements that could differ materially from actual results. Reducing planned property holding periods may increase the likelihood of recording impairment losses.
During the three and six months ended June 30, 2023 and 2022, the Company recorded no
NOTES RECEIVABLE
The Company has a tax increment financing note receivable (“TIF”) with a principal balance of $5.9 million and $6.1 million at June 30, 2023 and December 31, 2022, 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.
Centerspace originated a $29.9 million construction loan and a $15.3 million mezzanine loan for the development of a multifamily community located in Minneapolis, Minnesota. The construction and mezzanine loans bore and accrued interest at 4.5 % and 11.5 %, respectively. The Company exercised its option to purchase the apartment community in exchange for the loans and cash, during the six months ended June 30, 2022. As of June 30, 2023 and December 31, 2022, the loans had no
SEVERANCE AND TRANSITION
On March 23, 2023, the Company entered into a Separation and General Release Agreement (the “Separation Agreement”) in connection with the departure of former CEO, Mark Decker, Jr. During the six months ended June 30, 2023, the Company incurred total severance costs of $2.2 million for the cash severance and benefits for Mr. Decker, $737,000 in share-based compensation expense for the acceleration of certain equity awards, and $306,000 in other CEO transition related expenses. Refer to Note 11 for additional information on the share-based compensation expense.
INVOLUNTARY CONVERSION OF ASSETS
In April 2023, a portion of an apartment community was destroyed by fire. The Company recorded a write-down of the apartment community asset, in accordance with ASC 610-30 on involuntary conversion of non-monetary assets, totaling $1.0 million with an offsetting insurance receivable recorded within other assets on the Condensed Consolidated Balance Sheets. The estimated insurance claim is $1.3 million and the remaining $300,000 will be recognized when received.
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LITIGATION SETTLEMENT
During the three months ended, June 30, 2023, the Company recorded a loss on litigation settlement of $2.9 million due to a trial judgment entered against Centerspace on May 8, 2023 for property damage, resulting in monetary losses. Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claimed a retaining wall at one of the Company’s properties was causing water damage to the neighboring property. The Company cannot, with any level of certainty, predict or estimate if there will be additional costs incurred as a result of the lawsuit.
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.
NOTE 3 • EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares of beneficial interest (“common shares”) outstanding during the period. Centerspace has issued restricted stock units (“RSUs”) and incentive stock options (“ISOs”) under the 2015 Incentive Plan, Series D Convertible Preferred Units (“Series D preferred units”), and Series E Convertible Preferred Units (“Series E preferred units”), which could have a dilutive effect on the earnings per share upon the vesting of the RSUs or exercise of the 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). 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 shares that would result in dilution of earnings. Under the terms of the Operating Partnership’s Agreement of Limited Partnership, limited partners have the right to require the Operating Partnership to redeem their limited partnership units (“Units”) any time following the first anniversary of the date they acquired such Units (“Exchange Right”). Upon the exercise of Exchange Rights, and in Centerspace’s sole discretion, it may issue common shares in exchange for Units on a one -for-one basis.
For the three months ended June 30, 2023, operating partnership units of 965,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.1 million, as converted, time-based RSUs and stock options of 24,000 , and performance-based RSUs of 26,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
For the three months ended June 30, 2022, operating partnership units of 995,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.2 million, as converted, time-based RSUs of 9,000 , weighted average stock options of 39,000 , and performance-based RSUs of 30,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
For the six months ended June 30, 2023, performance-based RSUs of 26,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
For the six months ended June 30, 2022, operating partnership units of 978,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.2 million, as converted, time-based RSUs of 11,000 , weighted average stock options of 46,000 , and performance-based RSUs of 30,000 were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
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| (in thousands, except per share data) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| NUMERATOR | |||||||||||||||||||||||
Net income (loss) attributable to controlling interests | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Dividends to preferred shareholders | ( | ( | ( | ( | |||||||||||||||||||
Numerator for basic earnings (loss) per share – net income (loss) available to common shareholders | ( | ( | ( | ||||||||||||||||||||
| Noncontrolling interests – Operating Partnership and Series E preferred units | ( | ( | ( | ||||||||||||||||||||
| Dividends to preferred unitholders | |||||||||||||||||||||||
Numerator for diluted earnings (loss) per share | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| DENOMINATOR | |||||||||||||||||||||||
| Denominator for basic earnings per share weighted average shares | |||||||||||||||||||||||
| Effect of redeemable operating partnership units | |||||||||||||||||||||||
| Effect of Series D preferred units | |||||||||||||||||||||||
| Effect of Series E preferred units | |||||||||||||||||||||||
| Effect of dilutive restricted stock units and stock options | |||||||||||||||||||||||
| Denominator for diluted earnings per share | |||||||||||||||||||||||
NET INCOME (LOSS) PER COMMON SHARE – BASIC | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
NET INCOME (LOSS) PER COMMON SHARE – DILUTED | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
NOTE 4 • EQUITY AND MEZZANINE EQUITY
Operating Partnership Units. The Operating Partnership had 961,000 and 971,000 outstanding Units at June 30, 2023 and December 31, 2022, respectively. During the six months ended June 30, 2022, we issued 209,000 Units as partial consideration for the acquisition of three apartment communities.
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, 2023 and 2022 as detailed in the table below.
| (in thousands) | |||||||||||
| Three Months Ended June 30, | Number of Units | Net Book Basis | |||||||||
| 2023 | $ | ||||||||||
| 2022 | $ | ( | |||||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | $ | ||||||||||
| 2022 | $ | ||||||||||
Pursuant to the exercise of exchange rights, the Company redeemed Units for cash during the three and six months ended June 30, 2023 and 2022 as detailed in the table below.
| (in thousands, except per Unit data) | |||||||||||||||||
| Three Months Ended June 30, | Number of Units | Aggregate Cost | Average Price Per Unit | ||||||||||||||
| 2023 | $ | $ | |||||||||||||||
| 2022 | $ | $ | |||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||
| 2023 | $ | $ | |||||||||||||||
| 2022 | $ | $ | |||||||||||||||
Series E Preferred Units (Noncontrolling Interests). Centerspace had 1.7 million and 1.8 million Series E preferred units outstanding on June 30, 2023 and December 31, 2022, respectively. 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
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convertible, at the holder’s option, into 1.2048 Units. The Series E preferred units have an aggregate liquidation preference of $173.8 million. The holders of the Series E preferred units do not have voting rights.
| (in thousands) | ||||||||||||||
| Number of Series E | Number of | Total | ||||||||||||
| Three Months Ended June 30, | Preferred Units Redeemed | Common Shares Issued | Value | |||||||||||
| 2023 | $ | |||||||||||||
| Six Months Ended June 30, | ||||||||||||||
| 2023 | $ | |||||||||||||
Common Shares and Equity Awards. Common shares outstanding on June 30, 2023 and December 31, 2022, totaled 14.9 million and 15.0 million, respectively. There were 7,073 and 18,950 shares issued upon the vesting of equity awards under the 2015 Incentive Plan during the three and six months ended June 30, 2023, respectively, with a total grant-date fair value of $778,000 and $1.7 million, respectively. There were 5,538 and 24,297 shares issued upon the vesting of equity awards under the 2015 Incentive Plan during the three and six months ended June 30, 2022, respectively, with a total grant-date fair value of $397,000 and $619,000 , respectively. These shares vested based on performance and service criteria. Refer to Note 11 for additional details on share-based compensation.
Equity Distribution Agreement. Centerspace has an equity distribution agreement in connection with an at-the-market offering (“2021 ATM Program”) through which it may offer and sell common shares having an aggregate sales price of up to $250.0 million, in amounts and at times determined by management. Under the 2021 ATM Program, the Company may enter into separate forward sale agreements. The proceeds from the sale of common shares under the 2021 ATM Program may be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. The table below provides details on the sale of common shares during the six months ended June 30, 2023 and 2022 under the 2021 ATM Program. There were no 126.6 million remained available under the 2021 ATM Program.
| (in thousands, except per share amounts) | |||||||||||||||||
| Six Months Ended June 30, | Number of Common Shares | Net Consideration(1) | Average Net Price Per Share | ||||||||||||||
| 2023 | $ | $ | |||||||||||||||
| 2022 | $ | $ | |||||||||||||||
Share Repurchase Program. On March 10, 2022, the Board of Trustees approved a new share repurchase program (the “Share Repurchase Program”), providing for the repurchase of up to an aggregate of $50.0 million of the Company’s outstanding common shares. Under the Share Repurchase Program, the Company is authorized to repurchase common shares through open market purchases, privately-negotiated transactions, block trades or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities and Exchange Act of 1934, as amended. The repurchases have no time limit and may be suspended or discontinued completely at any time. The specific timing and amount of repurchases will vary based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors. The table below provides details on the shares repurchased during the three and six months ended June 30, 2023. As of June 30, 2023, the Company had $14.2 million remaining authorized for purchase under this program.
| (in thousands, except per share amounts) | ||||||||||||||
| Three Months Ended June 30, | Number of Common Shares | Aggregate Cost(1) | Average Price Per Share(1) | |||||||||||
| 2023 | $ | $ | ||||||||||||
| Six Months Ended June 30, | ||||||||||||||
| 2023 | $ | $ | ||||||||||||
(1)Amount includes commissions.
Series C Preferred Shares. Series C preferred shares outstanding were 3.9 25.00 per share at Centerspace’s option after October 2, 2022. Holders of these shares are entitled to cumulative distributions, payable quarterly (as and if declared by the Board of Trustees). Distributions accrue at an annual rate of $1.65625 per share, which is equal to 6.625 % of the $25.00 per share liquidation preference ($97.0 million liquidation preference in the aggregate).
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NOTE 5 • DEBT
The following is a summary of our secured and unsecured debt at June 30, 2023 and December 31, 2022.
| (in thousands) | ||||||||||||||||||||
| June 30, 2023 | December 31, 2022 | |||||||||||||||||||
| Carrying Amount | Weighted Average Interest Rate | Carrying Amount | Weighted Average Interest Rate | Weighted Average Maturity in Years at June 30, 2023 | ||||||||||||||||
Lines of credit (1) | $ | % | $ | % | ||||||||||||||||
| Term loans | % | — | ||||||||||||||||||
Unsecured senior notes (2)(5) | % | % | ||||||||||||||||||
| Unsecured debt | ||||||||||||||||||||
Mortgages payable - Fannie Mae credit facility (5) | % | % | ||||||||||||||||||
Mortgages payable - other (3)(5) | % | % | ||||||||||||||||||
Total debt (4) | $ | % | $ | % | ||||||||||||||||
(1)The interest rate swap was terminated in February 2022. Refer to Note 6 - Derivative Instruments for additional information. Interest rates on lines of credit are variable.
(2)Included within notes payable on the Condensed Consolidated Balance Sheets.
(3)Represents apartment communities encumbered by mortgages; 14 at June 30, 2023 and 15 at December 31, 2022.
(4)Excludes deferred financing costs and premiums or discounts.
(5)Interest rate is fixed.
As of June 30, 2023, 49 apartment communities were not encumbered by mortgages and were available to provide credit support for the unsecured borrowings. The Company’s primary unsecured credit facility (“unsecured credit facility” or “Facility”) is a revolving, multi-bank line of credit, with the Bank of Montreal serving as administrative agent. The line of credit has total commitments and borrowing capacity of $250.0 million, based on the value of unencumbered properties. As of June 30, 2023, the additional borrowing availability was $232.0 million beyond the $18.0 million drawn. This unsecured credit facility was amended on September 30, 2021 to extend the maturity date to September 2025 and to provide for an accordion option to increase borrowing capacity up to $400.0 million.
On May 31, 2023, the unsecured credit facility was further amended to replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”) as the benchmark alternative reference rate under the Facility. Loans under the Facility outstanding as of the effective date of the Amendment that accrue interest at a rate determined by reference to LIBOR will continue to accrue interest at a rate determined by reference to LIBOR for the interest period applicable to such loans. The line of credit has an interest rate equal to daily SOFR plus a margin of 135 basis points and a spread adjustment of 10 basis points. The interest rates on the line of credit are based, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 25 -80 basis points, or daily or term SOFR, plus a margin that ranges from 125 -180 basis points based on the consolidated leverage ratio, as defined under the First Amendment to Third Amended and Restated Credit Agreement. Prior to the amendment, interest rates on the line of credit were based, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 25 -80 basis points, or LIBOR , plus a margin that ranges from 125 -180 basis points based on the consolidated leverage ratio, as defined under the Third Amended and Restated Credit Agreement. 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, 2023.
Centerspace also has a $6.0 million operating line of credit. As of June 30, 2023, the outstanding balance on this line of credit was $989,000 . This operating line of credit is designed to enhance treasury management activities and more effectively manage cash balances. This operating line matures on September 30, 2024, with pricing based on SOFR.
Centerspace has a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) with an aggregate amount of $225.0 million of unsecured senior promissory notes
16
(“unsecured senior notes”) available for issuance. The Company also has a separate note purchase agreement for the issuance of $125.0 million senior unsecured promissory notes, of which $25.0 million was issued under the private shelf agreement with PGIM. Under the private shelf agreement with PGIM, the Company has issued $200.0 million unsecured senior notes with $25.0 million remaining available as of June 30, 2023. The following table shows the notes issued under both private shelf agreements.
| (in thousands) | |||||||||||||||||
| Amount | Maturity Date | 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 | % | ||||||||||||||
In November 2022, the Company entered into a $100.0 million term loan agreement (“Term Loan”) with PNC Bank, National Association as administrative agent. The interest rate on the Term Loan was based on SOFR, plus a margin that ranged from 120 to 175 basis points based on the consolidated leverage ratio. The Term Loan had a 364 -day term with an option for an additional 364 -day term. As of June 30, 2023, the term loan was paid in full. As of December 31, 2022, the term loan had a balance of $100.0 million.
Centerspace has a $198.9 million Fannie Mae Credit Facility Agreement (the “FMCF”). The FMCF is secured by mortgages on 12 apartment communities. The notes are interest-only, with varying maturity dates of 7 , 10 , and 12 years, and a blended, weighted average interest rate of 2.78 %. As of June 30, 2023 and December 31, 2022, the FMCF had a balance of $198.9
As of June 30, 2023, 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, 2023, the Company believes that there were no material defaults or instances of noncompliance in regards to any of these mortgages payable.
On April 26, 2023, Centerspace closed on a $90.0 million secured note payable, which is included in the mortgages payable discussion above, with an interest rate of 5.04 % and a term of 12 years.
The aggregate amount of required future principal payments on all debt as of June 30, 2023, was as follows:
| (in thousands) | |||||
| 2023 (remainder) | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| Thereafter | |||||
| Total payments | $ | ||||
NOTE 6 • DERIVATIVE INSTRUMENTS
Centerspace used interest rate derivatives to stabilize interest expense and to manage its exposure to interest rate fluctuations. To accomplish this objective, the Company primarily used interest rate swap contracts to fix variable interest rate debt.
Changes in the fair value of derivatives designated and that qualified as cash flow hedges were recorded in accumulated other comprehensive income (loss) (“OCI”). Amounts recorded in accumulated other comprehensive income (loss) will be reclassified to interest expense in the periods in which interest payments are incurred on variable rate debt. During the next twelve months, the Company estimates an additional $1.0 million will be reclassified as an increase to interest expense.
In February 2022, the Company paid $3.2 million to terminate its $75.0 million interest rate swap and its $70.0 million forward swap. As of June 30, 2023 and December 31, 2022 the Company had no
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Derivatives not designated as hedges were not speculative and were used to manage the Company’s exposure to interest rate movements and other identified risks but did not meet the strict hedge accounting requirements. Changes in fair value of derivatives not designated in hedging relationships were recorded directly to earnings within interest and other income (loss) in the Condensed Consolidated Statements of Operations. During the six months ended June 30, 2022, the Company recorded a gain of $582,000 , related to the interest rate swap not designated in a hedging relationship, prior to its termination.
The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations as of June 30, 2023 and 2022.
| (in thousands) | |||||||||||||||||||||||||||||
| Gain (Loss) Recognized in OCI | Location of Gain (Loss) Reclassified from Accumulated OCI into Income | Gain (Loss) Reclassified from Accumulated OCI into Income (Loss) | |||||||||||||||||||||||||||
| Three months ended June 30, | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
| 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, other assets, accounts payable, accrued expenses, and other liabilities are carried at amounts that reasonably approximate their fair value due to their short-term nature. For variable rate line of credit debt that re-prices frequently, fair values are based on carrying values.
In determining the fair value of other financial instruments, Centerspace applies FASB ASC 820, “Fair Value Measurement and Disclosures.” Fair value hierarchy under ASC 820 distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entity’s own assumptions about market participant assumptions (Level 3). Fair value estimates may differ from the amounts that may ultimately be realized upon sale or disposition of the assets and liabilities.
Fair Value Measurements on a Recurring Basis
| (in thousands) | ||||||||||||||||||||||||||
| Balance Sheet Location | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
| June 30, 2023 | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Notes receivable | Other assets | $ | $ | |||||||||||||||||||||||
| December 31, 2022 | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| 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 inputs include market transactions for similar instruments, management estimates of comparable interest rates (range of 3.75 % to 5.00 %), and instrument specific credit risk of 0.5 %. Changes in the fair value of these receivables from period to period are reported in interest and other income on the Condensed Consolidated Statements of Operations.
| (in thousands) | |||||||||||||||||||||||
| Fair Value Measurement | Other Gains | Interest Income | Total Changes in Fair Value Included in Current-Period Earnings | ||||||||||||||||||||
| Six months ended June 30, 2023 | |||||||||||||||||||||||
| Notes receivable | $ | $ | $ | $ | |||||||||||||||||||
| Six months ended June 30, 2022 | |||||||||||||||||||||||
| Notes receivable | $ | $ | $ | $ | |||||||||||||||||||
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As of June 30, 2023 and December 31, 2022, Centerspace had investments totaling $1.7 million and $1.6 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 our Condensed Consolidated Balance Sheets. The investments are measured at net asset value (“NAV”) as a practical expedient under ASC 820. As of June 30, 2023, the Company had total unfunded commitments of $1.2 million.
Fair Value Measurements on a Nonrecurring Basis
There were no
Financial Assets and Liabilities Not Measured at Fair Value
The fair value of unsecured senior notes and mortgages payable are estimated based on the discounted cash flows of the loans using market research and management estimates of comparable interest rates, excluding any prepayment penalties (Level 3).
The estimated fair values of the Company’s financial instruments as of June 30, 2023 and December 31, 2022, respectively, are as follows:
| (in thousands) | ||||||||||||||||||||||||||
| June 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||
| Balance Sheet Location | Carrying Amount | Fair Value | Carrying 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 | $ | $ | $ | $ | |||||||||||||||||||||
| Term loans | Notes payable | $ | $ | $ | $ | |||||||||||||||||||||
| Unsecured senior notes | Notes payable | $ | $ | $ | $ | |||||||||||||||||||||
| Mortgages payable - Fannie Mae | Mortgages payable | $ | $ | $ | $ | |||||||||||||||||||||
| Mortgages payable - other | Mortgages payable | $ | $ | $ | $ | |||||||||||||||||||||
NOTE 8 • ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
Centerspace did not not acquire new real estate during the six months ended June 30, 2023 compared to acquisitions of $116.9 million during the six months ended June 30, 2022. The acquisitions during the six months ended June 30, 2022 are detailed below.
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Six Months Ended June 30, 2022
| Date Acquired | (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Acquisition Cost(1) | Form of Consideration | Investment Allocation | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | Cash | Units(2) | Other(3) | Land | Building | Intangible Assets(4) | Other(5) | ||||||||||||||||||||||||||||||||||||||||||||||
| January 4, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
| January 4, 2022 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| January 4, 2022 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| January 26, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Acquisitions | $ | $ | $ | $ | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
(1)Excludes transaction costs.
(2)Fair value of operating partnership units issued on acquisition.
(3)Assumption of seller’s debt upon closing for Martin Blu, Zest, and Elements. Mezzanine and construction loans, financed by Centerspace, exchanged as partial consideration for the acquisition of Noko Apartments.
(4)Intangible assets consist of in-place leases valued at the time of acquisition. During the six months ended June 30, 2023 and 2022, Centerspace recognized $893,000 and $10.6 million, respectively, of amortization expense related to intangibles, included within depreciation and amortization in the Condensed Consolidated Statement of Operations.
(5)Debt discount on assumed mortgage.
DISPOSITIONS
Centerspace did not nine apartment communities, in four exchange transactions for an aggregate sales price of $144.3 million. Centerspace did not dispose of any real estate during the six months ended June 30, 2022. The dispositions for the six months ended June 30, 2023 are detailed below.
| (in thousands) | |||||||||||||||||||||||
| Dispositions | Date Disposed | Sale Price | Book Value and Sales Cost | Gain/(Loss) | |||||||||||||||||||
| March 8, 2023 | $ | $ | $ | ||||||||||||||||||||
| March 14, 2023 | $ | $ | $ | ||||||||||||||||||||
| March 15, 2023 | $ | $ | $ | ||||||||||||||||||||
| March 15, 2023 | $ | $ | $ | ( | |||||||||||||||||||
| 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 operating decision-makers evaluate each property’s operating results to make decisions about resources to be allocated and to assess performance and do not group the properties based on geography, size, or type for this purpose. The apartment communities have similar long-term economic characteristics and provide similar products and services to residents. No apartment community comprises more than 10% of consolidated revenues, profits, or assets. Accordingly, the apartment communities are aggregated into a single reportable segment. “All other” includes non-multifamily components of mixed-use properties and apartment communities the Company has disposed or designated as held for sale. During the six months ended June 30, 2023, nine sold apartment communities were reclassified from the multifamily segment to all other for all periods presented.
The members of the executive management team are the chief operating decision-makers. This team measures the performance of the reportable segment based on net operating income (“NOI”), a non-GAAP measure, which the Company defines as total real estate revenues less property operating expenses, including real estate taxes. Centerspace believes that NOI is an important supplemental measure of operating performance for real estate because it provides a measure of operations that is unaffected by depreciation, amortization, financing, property management overhead, casualty losses, and general and administrative expense. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income (loss), net income (loss) available for common shareholders, or cash flow from operating activities as a measure of financial performance.
20
The following tables present NOI for the three and six months ended June 30, 2023 and 2022, respectively, along with reconciliations to net income in the Condensed Consolidated Financial Statements. Segment assets are also reconciled to total assets as reported in the Condensed Consolidated Financial Statements.
| (in thousands) | |||||||||||||||||
| Three Months Ended June 30, 2023 | Multifamily | All Other | Total | ||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Property operating expenses, including real estate taxes | |||||||||||||||||
| Net operating income | $ | $ | $ | ||||||||||||||
| Property management | ( | ||||||||||||||||
Casualty loss | ( | ||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| General and administrative expenses | ( | ||||||||||||||||
Loss on sale of real estate and other investments | ( | ||||||||||||||||
Loss on litigation settlement | ( | ||||||||||||||||
| Interest expense | ( | ||||||||||||||||
| Interest and other income | |||||||||||||||||
Net loss | $ | ( | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Three Months Ended June 30, 2022 | Multifamily | All Other | Total | ||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Property operating expenses, including real estate taxes | |||||||||||||||||
| Net operating income | $ | $ | $ | ||||||||||||||
| Property management | ( | ||||||||||||||||
Casualty loss | ( | ||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| General and administrative expenses | ( | ||||||||||||||||
Gain on sale of real estate and other investments | |||||||||||||||||
| Interest expense | ( | ||||||||||||||||
Interest and other loss | ( | ||||||||||||||||
Net loss | $ | ( | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Six Months Ended June 30, 2023 | Multifamily | All Other | Total | ||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Property operating expenses, including real estate taxes | |||||||||||||||||
| Net operating income | $ | $ | $ | ||||||||||||||
| Property management | ( | ||||||||||||||||
Casualty loss | ( | ||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| General and administrative expenses | ( | ||||||||||||||||
Gain on sale of real estate and other investments | |||||||||||||||||
Loss on litigation settlement | ( | ||||||||||||||||
| Interest expense | ( | ||||||||||||||||
| Interest and other income | |||||||||||||||||
Net income | $ | ||||||||||||||||
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| (in thousands) | |||||||||||||||||
| Six Months Ended June 30, 2022 | Multifamily | All Other | Total | ||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Property operating expenses, including real estate taxes | |||||||||||||||||
| Net operating income | $ | $ | $ | ||||||||||||||
| Property management | ( | ||||||||||||||||
Casualty loss | ( | ||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| General and administrative expenses | ( | ||||||||||||||||
Gain on sale of real estate and other investments | |||||||||||||||||
| Interest expense | ( | ||||||||||||||||
| Interest and other income | |||||||||||||||||
Net loss | $ | ( | |||||||||||||||
Segment Assets and Accumulated Depreciation
Segment assets are summarized as follows as of June 30, 2023, and December 31, 2022, respectively, along with reconciliations to the Condensed Consolidated Financial Statements:
| (in thousands) | |||||||||||||||||
| As of June 30, 2023 | Multifamily | All Other | Total | ||||||||||||||
| Segment assets | |||||||||||||||||
| Property owned | $ | $ | $ | ||||||||||||||
| Less accumulated depreciation | ( | ( | ( | ||||||||||||||
| Total property owned | $ | $ | $ | ||||||||||||||
| Cash and cash equivalents | |||||||||||||||||
| Restricted cash | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total Assets | $ | ||||||||||||||||
| (in thousands) | |||||||||||||||||
| As of December 31, 2022 | Multifamily | All Other | Total | ||||||||||||||
| Segment assets | |||||||||||||||||
| Property owned | $ | $ | $ | ||||||||||||||
| Less accumulated depreciation | ( | ( | ( | ||||||||||||||
| Total property owned | $ | $ | $ | ||||||||||||||
| Cash and cash equivalents | |||||||||||||||||
| Restricted cash | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total Assets | $ | ||||||||||||||||
NOTE 10 • COMMITMENTS AND CONTINGENCIES
Litigation. Centerspace is currently the named defendant in a lawsuit where the owner of a neighboring property claims a retaining wall at one of its properties is causing water damage to the neighboring property. The claim is for damage to the property and monetary losses. The Company recorded a loss on litigation settlement of $2.9 million due to a trial judgment against Centerspace for property damage and monetary losses. The Company cannot, with any level of certainty, predict or estimate if there will be additional costs incurred as a result of the lawsuit. 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.
22
Restrictions on Taxable Dispositions. Twenty-eight properties, consisting of 4,935 apartment homes, are subject to restrictions on taxable dispositions under agreements entered into with certain of the sellers or contributors of the properties and are effective for varying periods. Centerspace does not believe that the agreements materially affect the conduct of its business or its decisions whether to dispose of restricted properties during the restriction period because it generally holds these and other properties for investment purposes rather than for sale. In addition, where the Company deems it to be in the shareholders’ best interests to dispose of such properties, it generally seeks to structure sales of such properties as tax-deferred transactions under Section 1031 of the Internal Revenue Code. Otherwise, the Company may be required to provide tax indemnification payments to the parties to these agreements.
Unfunded Commitments. Centerspace has unfunded commitments of $1.2 million in two real estate technology venture funds. Refer to Note 7 - Fair Value Measurements for additional information regarding these investments.
NOTE 11 • SHARE-BASED COMPENSATION
Share-based awards are provided to officers, non-officer employees, and trustees under the 2015 Incentive Plan approved by shareholders on September 15, 2015, as amended and restated on May 18, 2021 (the “2015 Incentive Plan”) which allows for awards in the form of cash, unrestricted and restricted common shares, stock options, stock appreciation rights, and RSUs up to an aggregate of 775,000 shares over the ten-year period in which the plan is in effect. Under the 2015 Incentive Plan, officers and non-officer employees may earn share awards under a long-term incentive plan (“LTIP”), which is a forward-looking program that measures long-term performance over the stated performance period. These awards are payable to the extent deemed earned in shares. The terms of the long-term incentive awards granted under the revised program may vary from year to year. Through June 30, 2023, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options. We account for forfeitures of restricted and unrestricted common shares, RSUs, and stock options when they occur instead of estimating the forfeitures.
2023 LTIP Awards
Awards granted to employees on January 1, 2023, consisted of an aggregate of 14,256 time-based RSU awards, 20,497 performance RSUs based on total shareholder return (“TSR”), and 45,955 stock options. The time-based awards vest as to one-third of the shares on each of January 1, 2024, January 1, 2025, and January 1, 2026. The stock options vest as to 25 The fair value of stock options was $11.086 per share and was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
| 2023 | |||||
| Exercise price | $ | ||||
| Risk-free rate | % | ||||
| Expected term | |||||
| Expected volatility | % | ||||
| Dividend yield | % | ||||
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 40,994 RSUs, which is 200 % of the performance RSUs granted. Earned awards (if any) will fully vest as of the last day of the measurement period. These awards have market conditions in addition to service conditions that must be met for the awards to vest. Compensation expense is recognized ratably based on the grant date fair value, as determined using the Monte Carlo valuation model, regardless of whether the market conditions are achieved and the awards ultimately vest. Therefore, previously recorded compensation expense is not adjusted in the event that the market conditions are not achieved. The Company based the expected volatility on a weighted average of the historical volatility of the Company’s daily closing share price and a select peer average volatility, the risk-free interest rate on the interest rates on U.S. treasury bonds with a maturity equal to the remaining performance period of the award, and the expected term on the performance period of the award. The assumptions used to value the TSR performance RSUs were an expected volatility of 37.20 %, a risk-free interest rate of 4.22 %, and an expected life of 3 years. The share price at the grant date, January 1, 2023, was $58.67 per share.
On March 31, 2023, in connection with her appointment to President and Chief Executive Officer, Anne Olson received a one-time stock award of 5,492 RSUs, which will vest in full on March 31, 2026.
On March 31, 2023, in connection with the change in executive management, Bhairav Patel, CFO, received a one-time stock award of 2,746 RSUs. One-third of the RSUs will vest on March 31, 2025 and the remaining two-thirds will vest on March 31, 2026.
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Awards granted to trustees on May 16, 2023 consist of 9,200 time-based RSUs, which vest on May 16, 2024. These awards are classified as equity awards.
Share-Based Compensation Expense
Share-based compensation expense recognized in the condensed consolidated financial statements for all outstanding share-based awards was $590,000 and $480,000 for the three months ended June 30, 2023 and 2022, respectively, and $2.1 million and $1.2 million for the six months ended June 30, 2023 and 2022, respectively.
On March 31, 2023, the Company accelerated the vesting of all unvested time-based RSUs and stock options in connection with the Separation Agreement with Mr. Decker. This resulted in the acceleration of share-based compensation expense for those awards resulting in an additional $737,000 in expense during the six months ended June 30, 2023. Any performance-based RSUs were prorated, in accordance with the award agreement, and will vest at the end of performance period based on actual performance. The remaining performance-based RSUs were forfeited. Mr. Decker exercised stock options, prior to their expiration on June 30, 2023, in a cashless exercise with a net 425 shares issued.
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, 2023 (the “Report”), the audited financial statements for the year ended December 31, 2022, which are included in our Annual Report on Form 10-K filed with the SEC on February 21, 2023, and the risk factors in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2022.
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, 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. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “assumes,” “may,” “projects,” “outlook,” “future,” and variations of those words and similar expressions are intended to identify forward-looking statements. 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 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;
•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, potential inability to renew residents or obtain new residents upon expiration of existing leases, changes in tax and housing laws, include rent control laws, or other factors;
•timely access to material and labor required to renovate and maintain apartment communities;
•adverse changes in our markets, including future demand for apartment homes in those markets, barriers of entry into new markets, limitations on the ability to increase rental rates, inability to identify and consummate attractive acquisitions and dispositions on favorable terms, our ability to reinvest sales proceeds successfully, and inability to accommodate any significant decline in the market value of real estate serving as collateral for mortgage obligations;
•pandemics or epidemics, including the COVID-19 pandemic, and any effects on our business, financial condition, and results of operation;
•the impact of the Russian invasion of Ukraine, including sanctions imposed on Russia by the U.S. and other countries, on inflation, trade, and general economic conditions;
•reliance on a single asset class (multifamily) and certain geographic areas (Midwest and Mountain West regions) of the U.S.;
24
•inability to expand 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 projects on schedule and on budget;
•inability to sell our non-core properties on terms that are acceptable;
•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 common shares;
•financing risks, including the 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;
•uninsured losses due to insurance deductibles, uninsured claims or casualties or losses in excess of applicable coverage;
•loss contingencies and the availability and cost of casualty insurance for losses;
•inability to continue to satisfy complex tax rules in order to maintain 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 federal income 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 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 the business and any related investigations or litigation; and
•other risks identified in this Report, in 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 these 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, 2022 and contained in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023.
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, 2023, we owned interests in 75 apartment communities consisting of 13,497 apartment homes. Property owned, as presented in our Condensed Consolidated Balance Sheets at historical cost, was $2.4 billion at June 30, 2023, compared to $2.5 billion at December 31, 2022.
Renting apartment homes is our primary source of revenue, and our business objective is to provide great homes for our residents. 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, 2023
•For the three months ended June 30, 2023, revenue increased by $1.7 million or 2.6% to $64.8 million, compared to $63.1 million for the three months ended June 30, 2022, due to a 8.5% increase from same-store communities and an increase from non-same-store communities, offset by decreased revenue from dispositions.
•Total expenses decreased by $3.4 million to $55.9 million for the three months ended June 30, 2023, compared to $59.3 million for the three months ended June 30, 2022 due to decreased property operating expenses, real estate taxes, property management expenses, depreciation and amortization, and general and administrative expenses.
•Net loss was $0.23 per diluted share for the three months ended June 30, 2023, compared to net loss of $0.30 per diluted share for the same period of 2022.
25
•Non-GAAP Core Funds from Operations (“Core FFO”) applicable to common shares and Units for the three months ended June 30, 2023 increased by $2.3 million to $23.3 million compared to $21.0 million for the three months ended June 30, 2022. See the description of Core FFO on page 30 and the reconciliation of net income (loss) available to common shareholders to FFO and Core FFO on page 31. This increase was primarily due to increased NOI from same-store and non-same-store communities, offset by increased interest expense and decreased NOI from dispositions. 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, depreciation, amortization, financing costs, property management expenses, casualty losses, 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 in service for substantially all of the periods being compared, and, in the case of newly-constructed properties, have achieved a target level of physical occupancy of 90%. 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. 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 on existing residents, controlling operating costs, and making prudent capital improvements. The discussion below focuses on the main factors affecting real estate revenue and expenses from same-store apartment communities because changes from one year to another in real estate revenue and expenses from non-same-store apartment communities are generally due to the addition of those properties to the real estate portfolio, and accordingly provide less useful information for evaluating ongoing operational performance of the real estate portfolio.
For the comparison of the six months ended June 30, 2023 and 2022, five apartment communities were non-same-store. Sold communities are included in “Dispositions,” while “Other properties” includes non-multifamily properties and the non-multifamily components of mixed-use properties.
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, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | 2023 | 2022 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 5,966 | $ | 3,835 | $ | 2,131 | 55.6 | % | $ | 68,563 | $ | (76) | $ | 68,639 | * | |||||||||||||||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Property management expenses | 2,247 | 2,721 | (474) | (17.4) | % | 4,815 | 4,974 | (159) | (3.2) | % | ||||||||||||||||||||||||||||||||||||||||
Casualty loss | 53 | 382 | (329) | (86.1) | % | 305 | 980 | (675) | (68.9) | % | ||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 24,371 | 24,768 | (397) | (1.6) | % | 50,364 | 55,769 | (5,405) | (9.7) | % | ||||||||||||||||||||||||||||||||||||||||
| General and administrative expenses | 4,162 | 5,221 | (1,059) | (20.3) | % | 11,885 | 9,721 | 2,164 | 22.3 | % | ||||||||||||||||||||||||||||||||||||||||
(Gain) loss on sale of real estate and other investments(1) | 67 | (27) | 94 | * | (60,092) | (27) | (60,065) | * | ||||||||||||||||||||||||||||||||||||||||||
| Loss on litigation settlement | 2,864 | — | 2,864 | N/A | 2,864 | — | 2,864 | N/A | ||||||||||||||||||||||||||||||||||||||||||
| Net operating income | $ | 39,730 | $ | 36,900 | $ | 2,830 | 7.7 | % | $ | 78,704 | $ | 71,341 | $ | 7,363 | 10.3 | % | ||||||||||||||||||||||||||||||||||
(1)Current quarter activity relates to dispositions that occurred in prior periods.
* Not a meaningful percentage.
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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, 2023 and 2022.
| (in thousands, except percentages) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | 2023 | 2022 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||||||||||||||||||
Same-store(1) | $ | 60,104 | $ | 55,386 | $ | 4,718 | 8.5 | % | $ | 118,964 | $ | 108,635 | $ | 10,329 | 9.5 | % | ||||||||||||||||||||||||||||||||||
Non-same-store(1) | 3,629 | 2,050 | 1,579 | 77.0 | % | 7,266 | 3,717 | 3,549 | 95.5 | % | ||||||||||||||||||||||||||||||||||||||||
Other properties(1) | 983 | 915 | 68 | 7.4 | % | 1,985 | 1,831 | 154 | 8.4 | % | ||||||||||||||||||||||||||||||||||||||||
Dispositions(1)(2) | 60 | 4,765 | (4,705) | (98.7) | % | 4,458 | 9,247 | (4,789) | (51.8) | % | ||||||||||||||||||||||||||||||||||||||||
| Total | 64,776 | 63,116 | 1,660 | 2.6 | % | 132,673 | 123,430 | 9,243 | 7.5 | % | ||||||||||||||||||||||||||||||||||||||||
| Property operating expenses, including real estate taxes | ||||||||||||||||||||||||||||||||||||||||||||||||||
Same-store(1) | 23,382 | 22,629 | 753 | 3.3 | % | 47,976 | 44,998 | 2,978 | 6.6 | % | ||||||||||||||||||||||||||||||||||||||||
Non-same-store(1) | 1,348 | 769 | 579 | 75.3 | % | 2,657 | 1,480 | 1,177 | 79.5 | % | ||||||||||||||||||||||||||||||||||||||||
Other properties(1) | 254 | 230 | 24 | 10.4 | % | 404 | 560 | (156) | (27.9) | % | ||||||||||||||||||||||||||||||||||||||||
Dispositions(1)(2) | 62 | 2,588 | (2,526) | (97.6) | % | 2,932 | 5,051 | (2,119) | (42.0) | % | ||||||||||||||||||||||||||||||||||||||||
| Total | 25,046 | 26,216 | (1,170) | (4.5) | % | 53,969 | 52,089 | 1,880 | 3.6 | % | ||||||||||||||||||||||||||||||||||||||||
Net operating income(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Same-store(1) | 36,722 | 32,757 | 3,965 | 12.1 | % | 70,988 | 63,637 | 7,351 | 11.6 | % | ||||||||||||||||||||||||||||||||||||||||
Non-same-store(1) | 2,281 | 1,281 | 1,000 | 78.1 | % | 4,609 | 2,237 | 2,372 | 106.0 | % | ||||||||||||||||||||||||||||||||||||||||
Other properties(1) | 729 | 685 | 44 | 6.4 | % | 1,581 | 1,271 | 310 | 24.4 | % | ||||||||||||||||||||||||||||||||||||||||
Dispositions(1)(2) | (2) | 2,177 | (2,179) | (100.1) | % | 1,526 | 4,196 | (2,670) | (63.6) | % | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | 39,730 | $ | 36,900 | $ | 2,830 | 7.7 | % | $ | 78,704 | $ | 71,341 | $ | 7,363 | 10.3 | % | ||||||||||||||||||||||||||||||||||
| Property management expenses | (2,247) | (2,721) | (474) | (17.4) | % | (4,815) | (4,974) | (159) | (3.2) | % | ||||||||||||||||||||||||||||||||||||||||
Casualty loss | (53) | (382) | (329) | (86.1) | % | (305) | (980) | (675) | (68.9) | % | ||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (24,371) | (24,768) | (397) | (1.6) | % | (50,364) | (55,769) | (5,405) | (9.7) | % | ||||||||||||||||||||||||||||||||||||||||
| General and administrative expenses | (4,162) | (5,221) | (1,059) | (20.3) | % | (11,885) | (9,721) | 2,164 | 22.3 | % | ||||||||||||||||||||||||||||||||||||||||
Gain (loss) on sale of real estate and other investments | (67) | 27 | (94) | * | 60,092 | 27 | 60,065 | * | ||||||||||||||||||||||||||||||||||||||||||
| Loss on litigation settlement | (2,864) | — | (2,864) | N/A | (2,864) | — | (2,864) | N/A | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (8,641) | (7,561) | 1,080 | 14.3 | % | (18,960) | (15,276) | 3,684 | 24.1 | % | ||||||||||||||||||||||||||||||||||||||||
Interest and other income (loss) | 295 | (17) | 312 | * | 344 | 1,046 | (702) | (67.1) | % | |||||||||||||||||||||||||||||||||||||||||
NET INCOME (LOSS) | $ | (2,380) | $ | (3,743) | $ | 1,363 | (36.4) | % | $ | 49,947 | $ | (14,306) | $ | 64,253 | (449.1) | % | ||||||||||||||||||||||||||||||||||
| Dividends to Series D preferred unitholders | (160) | (160) | — | — | (320) | (320) | — | — | ||||||||||||||||||||||||||||||||||||||||||
Net (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units | 712 | 950 | (238) | (25.1) | % | (7,854) | 3,107 | (10,961) | (352.8) | % | ||||||||||||||||||||||||||||||||||||||||
Net income attributable to noncontrolling interests – consolidated real estate entities | (35) | (38) | 3 | (7.9) | % | (65) | (61) | (4) | 6.6 | % | ||||||||||||||||||||||||||||||||||||||||
Net income (loss) attributable to controlling interests | (1,863) | (2,991) | 1,128 | (37.7) | % | 41,708 | (11,580) | 53,288 | (460.2) | % | ||||||||||||||||||||||||||||||||||||||||
| Dividends to preferred shareholders | (1,607) | (1,607) | — | — | (3,214) | (3,214) | — | — | ||||||||||||||||||||||||||||||||||||||||||
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS | $ | (3,470) | $ | (4,598) | $ | 1,128 | (24.5) | % | $ | 38,494 | $ | (14,794) | $ | 53,288 | (360.2) | % | ||||||||||||||||||||||||||||||||||
(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.
(2)Current quarter activity relates to dispositions that occurred in a prior period.
* Not a meaningful percentage.
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
Weighted Average Occupancy(1) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Same-store | 95.2 | % | 95.0 | % | 95.0 | % | 94.5 | % | |||||||||||||||
| Non-same-store | 95.4 | % | 92.1 | % | 95.6 | % | 91.8 | % | |||||||||||||||
| Total | 95.2 | % | 94.5 | % | 95.0 | % | 94.4 | % | |||||||||||||||
(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.
| Number of Apartment Homes | June 30, 2023 | June 30, 2022 | |||||||||
| Same-store | 12,885 | 12,885 | |||||||||
| Non-same-store | 612 | 397 | |||||||||
| Total | 13,497 | 13,282 | |||||||||
Same-store analysis. Revenue from same-store communities increased 8.5% or $4.7 million in the three months ended June 30, 2023, compared to the same period in the prior year. The increase was attributable to 8.3% growth in average monthly revenue per occupied home for the three months ended June 30, 2023 and an increase of 0.2% in occupancy as weighted average occupancy increased from 95.0% in the three months ended June 30, 2022 to 95.2% for the three months ended June 30, 2023. Property operating expenses, including real estate taxes, at same-store communities increased by 3.3% or $753,000 in the three months ended June 30, 2023, compared to the same period in the prior year. At same-store communities, controllable expenses (which exclude insurance and real estate taxes) increased by $196,000, primarily due to compensation costs and offset by decreases in repairs and maintenance and utilities. Non-controllable expenses at same-store communities increased by $557,000, due to real estate taxes and an increase in insurance premiums and claims. Same-store NOI increased by $4.0 million to $36.7 million for the three months ended June 30, 2023 compared to $32.8 million in the same period of the prior year.
Revenue from same-store communities increased 9.5% or $10.3 million in the six months ended June 30, 2023, compared to the same period in the prior year. The increase was attributable to 8.9% growth in average monthly revenue per occupied home for the six months ended June 30, 2023 and an increase of 0.5% in occupancy as weighted average occupancy increased from 94.5% in the six months ended June 30, 2022 to 95.0% for the six months ended June 30, 2023. Property operating expenses, including real estate taxes, at same-store communities increased by 6.6% or $3.0 million in the six months ended June 30, 2023, compared to the same period in the prior year. At same-store communities, controllable expenses (which exclude insurance and real estate taxes) increased by $1.4 million, primarily due to compensation costs and repairs and maintenance. Non-controllable expenses at same-store communities increased by $1.6 million, primarily due to real estate taxes and an increase in insurance premiums and claims. Same-store NOI increased by $7.4 million to $71.0 million for the six months ended June 30, 2023 compared to $63.6 million in the same period of the prior year.
Non-same-store analysis. Revenue from non-same-store communities increased by $1.6 million in the three months ended June 30, 2023, compared to the same period in the prior year. Property operating expenses, including real estate taxes at non-same-store communities increased by $579,000. NOI at non-same-store communities increased by $1.0 million to $2.3 million for the three months ended June 30, 2023 compared to $1.3 million in the same period of the prior year. The increase in revenue, property operating expenses, and NOI from non-same-store communities is primarily due to the addition of apartment community at the end of the third quarter of the prior year.
Revenue from non-same-store communities increased by $3.5 million in the six months ended June 30, 2023, compared to the same period in the prior year. Property operating expenses, including real estate taxes at non-same-store communities increased by $1.2 million. NOI at non-same-store communities increased by $2.4 million to $4.6 million for the six months ended June 30, 2023 compared to $2.2 million in the same period of the prior year. The increase in revenue, property operating expenses, and NOI from non-same-store communities is primarily due to the addition of four apartment communities in the first quarter of the prior year and one apartment community at the end of the third quarter of the prior year.
Other properties and dispositions analysis. Revenue from other properties increased by $68,000 while revenue from dispositions decreased by $4.7 million in the three months ended June 30, 2023, compared to the same period in the prior year. Property operating expenses, including real estate taxes at other properties increased by $24,000 while they decreased by $2.5 million for dispositions, compared to the same period in the prior year. NOI at other properties increased by $44,000 while NOI
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on dispositions decreased $2.2 million, compared to the same period in the prior year. We disposed of nine apartment communities in the first quarter of 2023.
Revenue from other properties increased by $154,000 while revenue from dispositions decreased by $4.8 million in the six months ended June 30, 2023, compared to the same period in the prior year. Property operating expenses, including real estate taxes at other properties decreased by $156,000 and $2.1 million for dispositions, compared to the same period in the prior year. NOI at other properties increased by $310,000 while NOI on dispositions decreased $2.7 million, compared to the same period in the prior year. We disposed of nine apartment communities in the first quarter of 2023.
Property management expenses. Property management expense, consisting of property management overhead and property management fees paid to third parties decreased by 17.4% to $2.2 million in the three months ended June 30, 2023, compared to $2.7 million in the same period of the prior year. The decrease is primarily due to decreased costs for technology initiatives.
Property management expense, consisting of property management overhead and property management fees paid to third parties decreased by 3.2% to $4.8 million in the six months ended June 30, 2023, compared to $5.0 million in the same period of the prior year. The decrease is primarily due to decreased contract labor and technology initiatives, offset by increased compensation.
Casualty loss. Casualty loss decreased to $53,000 in the three months ended June 30, 2023, compared to $382,000 in the same period of the prior year. The decrease is due to larger casualty loss activity in the prior year.
Casualty loss decreased to $305,000 in the six months ended June 30, 2023, compared to $980,000 in the same period of the prior year. The decrease is due to larger casualty loss activity in the prior year.
Depreciation and amortization. Depreciation and amortization decreased by 1.6% to $24.4 million in the three months ended June 30, 2023, compared to $24.8 million in the same period of the prior year, primarily attributable to a decrease in amortization of in-place leases from the prior year, offset by an increase in depreciation on same-store and non-same-store apartment communities.
Depreciation and amortization decreased by 9.7% to $50.4 million in the six months ended June 30, 2023, compared to $55.8 million in the same period of the prior year, primarily attributable to a decrease in amortization of in-place leases from the prior year, offset by an increase in depreciation on same-store and non-same-store apartment communities.
General and administrative expenses. General and administrative expenses decreased by 20.3% to $4.2 million in the three months ended June 30, 2023, compared to $5.2 million in the same period of the prior year, primarily attributable to $1.1 million in abandoned pursuit costs and $437,000 in technology implementation costs from the prior year that did not occur in the current year, offset by an increase of $367,000 in legal fees related to the loss on litigation settlement.
General and administrative expenses increased by 22.3% to $11.9 million in the six months ended June 30, 2023, compared to $9.7 million in the same period of the prior year, primarily attributable to $3.2 million in executive severance and transition costs related to the CEO departure and $367,000 in legal fees related to the loss on litigation settlement, and offset by $1.1 million in abandoned pursuit costs and $540,000 in technology implementation costs from the prior year that did not occur in the current year.
Gain (loss) on sale of real estate and other investments. Gain (loss) on sale of real estate and other investments decreased to a loss of $67,000 in the three months ended June 30, 2023, compared to a $27,000 gain in the same period of the prior year.
Gain on sale of real estate and other investments increased to $60.1 million in the six months ended June 30, 2023, compared to $27,000 in the same period of the prior year, primarily due to the sale of nine apartment communities in the current year that did not occur in the prior year.
Loss on Litigation Settlement. Loss on litigation settlement was $2.9 million for the three and six months ended June 30, 2023 due to a trial judgment against Centerspace for property damage and monetary losses to a neighboring property. Refer to Note 2 in the condensed consolidated financial statements.
Interest expense. Interest expense increased by 14.3% to $8.6 million in the three months ended June 30, 2023, compared to $7.6 million in the same period of the prior year, primarily due to higher interest rates.
Interest expense increased by 24.1% to $19.0 million in the six months ended June 30, 2023, compared to $15.3 million in the same period of the prior year, primarily due to maintaining larger debt balances compared to the same period of the prior year, combined with higher interest rates.
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Interest and other income (loss). Interest and other income increased to income of $295,000 in the three months ended June 30, 2023, compared to a loss of $17,000 in the same period of the prior year. The increase was primarily due to interest income on escrow funds and a gain on investments in the current quarter compared to a loss on investments in the same period of the prior year.
Interest and other income decreased to income of $344,000 in the six months ended June 30, 2023, compared to income of $1.0 million in the same period of the prior year. The decrease was primarily due to interest income on mortgages receivable that were outstanding in the prior year and a prior year gain on the mark to market adjustment for an interest rate swap contract, offset by interest income on escrow funds and a gain on investments in the current year.
Net income (loss) available to common shareholders. Net loss available to common shareholders increased $1.1 million to a net loss of $3.5 million for the three months ended June 30, 2023, compared to a net loss of $4.6 million in the three months ended June 30, 2022.
Net income (loss) available to common shareholders increased $53.3 million to income of $38.5 million for the six months ended June 30, 2023, compared to a net loss of $14.8 million in the six months ended June 30, 2022.
Funds from Operations and Core Funds from Operations.
We believe that Funds from Operations (“FFO”), which is a non-GAAP financial measures 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;
•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.
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 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 of the our 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 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 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, 2023, increased to a net loss of $3.5 million compared to a net loss of $4.6 million for the same period of the prior year. FFO applicable to common shares and Units for the
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three months ended June 30, 2023, increased to $20.2 million compared to $19.1 million for the comparable period of the prior year, an increase of 5.6%. This increase was primarily due to increased NOI from same-store communities and non-same-store communities, a decrease in casualty loss and property management expenses, and $1.1 million in pursuit costs from the prior year that did not occur in the current year, offset by increased interest expense, and decreased NOI from dispositions.
Net income (loss) available to common shareholders for the six months ended June 30, 2023, increased to net income of $38.5 million compared to a net loss of $14.8 million for the same period of the prior year. FFO applicable to common shares and Units for the six months ended June 30, 2023, decreased to $36.4 million compared to $37.6 million for the comparable period of the prior year, a decrease of 3.2%. This decrease was primarily due to $3.2 million in severance and transition expenses related to the departure of Mark Decker, former CEO, increased interest expense, decreased NOI from dispositions, less interest and other income including a mark to market gain on an interest rate swap, offset by increased NOI from same-store communities and non-same-store communities, lower casualty loss, and $1.1 million in pursuit costs from the prior year that did not occur in the current year.
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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, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
Net income (loss) available to common shareholders | $ | (3,470) | $ | (4,598) | $ | 38,494 | $ | (14,794) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Noncontrolling interests – Operating Partnership and Series E preferred units | (712) | (950) | 7,854 | (3,107) | ||||||||||||||||||||||
| Depreciation and amortization | 24,371 | 24,768 | 50,364 | 55,769 | ||||||||||||||||||||||
| Less depreciation – non real estate | (89) | (101) | (180) | (202) | ||||||||||||||||||||||
| Less depreciation – partially owned entities | (19) | (7) | (38) | (28) | ||||||||||||||||||||||
(Gain) loss on sale of real estate and other assets | 71 | (27) | (60,088) | (27) | ||||||||||||||||||||||
| FFO applicable to common shares and Units | $ | 20,152 | $ | 19,085 | $ | 36,406 | $ | 37,611 | ||||||||||||||||||
| Adjustments to Core FFO: | ||||||||||||||||||||||||||
Non-cash casualty (gain) loss | (52) | 163 | (39) | 188 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | 5 | — | 5 | ||||||||||||||||||||||
Technology implementation costs(1) | — | 447 | — | 550 | ||||||||||||||||||||||
| Interest rate swap termination, amortization, and mark-to-market | 159 | 205 | 297 | (408) | ||||||||||||||||||||||
| Amortization of assumed debt | (116) | (116) | (232) | (231) | ||||||||||||||||||||||
| Pursuit costs | — | 1,127 | 5 | 1,127 | ||||||||||||||||||||||
| Severance and transition related costs | (19) | — | 3,180 | — | ||||||||||||||||||||||
Loss on litigation settlement and one-time trial costs(2) | 3,201 | — | 3,201 | — | ||||||||||||||||||||||
Other miscellaneous items(3) | (22) | 100 | 27 | 96 | ||||||||||||||||||||||
| Core FFO applicable to common shares and Units | $ | 23,303 | $ | 21,016 | $ | 42,845 | $ | 38,938 | ||||||||||||||||||
| FFO applicable to common shares and Units | $ | 20,152 | $ | 19,085 | $ | 36,406 | $ | 37,611 | ||||||||||||||||||
| Dividends to preferred unitholders | 160 | 160 | 320 | 320 | ||||||||||||||||||||||
| FFO applicable to common shares and Units - diluted | $ | 20,312 | $ | 19,245 | $ | 36,726 | $ | 37,931 | ||||||||||||||||||
| Core FFO applicable to common shares and Units | $ | 23,303 | $ | 21,016 | $ | 42,845 | $ | 38,938 | ||||||||||||||||||
| Dividends to preferred unitholders | 160 | 160 | 320 | 320 | ||||||||||||||||||||||
| Core FFO applicable to common shares and Units - diluted | $ | 23,463 | $ | 21,176 | $ | 43,165 | $ | 39,258 | ||||||||||||||||||
| Per Share Data | ||||||||||||||||||||||||||
| Net income (loss) per common share - diluted | $ | (0.23) | $ | (0.30) | $ | 2.55 | $ | (0.97) | ||||||||||||||||||
| FFO per share and Unit - diluted | $ | 1.11 | $ | 1.02 | $ | 2.01 | $ | 2.03 | ||||||||||||||||||
| Core FFO per share and Unit - diluted | $ | 1.28 | $ | 1.12 | $ | 2.36 | $ | 2.10 | ||||||||||||||||||
| Weighted average shares - basic | 14,949 | 15,369 | 14,987 | 15,233 | ||||||||||||||||||||||
| Effect of redeemable operating partnership Units | 965 | 995 | 967 | 978 | ||||||||||||||||||||||
| Effect of Series D preferred units | 228 | 228 | 228 | 228 | ||||||||||||||||||||||
| Effect of Series E preferred units | 2,103 | 2,186 | 2,111 | 2,186 | ||||||||||||||||||||||
| Effect of dilutive restricted stock units and stock options | 24 | 48 | 20 | 57 | ||||||||||||||||||||||
| Weighted average shares and Units - diluted | 18,269 | 18,826 | 18,313 | 18,682 | ||||||||||||||||||||||
(1)Costs are related to a two-year implementation.
(2)Consists of a $2.9 million loss on litigation settlement for a trial judgment entered against the Company and $340,000 in one-time trial costs related to the litigation matter.
(3)Consists of (gain) loss on investments.
Acquisitions and Dispositions
During the six months ended June 30, 2023, we disposed of nine apartment communities, in four exchange transactions, located in Minnesota and Nebraska for an aggregate sales price of $144.3 million. We had no acquisitions during the six months ended June 30, 2023.
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Distributions Declared
Distributions of $0.73 per common share and Unit were declared during the three months ended June 30, 2023 and 2022 and $1.46 per common share and Unit during the six months ended June 30, 2023 and 2022. Distributions of $0.4140625 per Series C preferred share were declared during the three months ended June 30, 2023 and 2022 and $0.828125 per Series C shares for the six months ended June 30, 2023 and 2022. Distributions of $0.9655 per Series D preferred unit were declared during the three months ended June 30, 2023 and 2022 and $1.931 per Series D preferred unit for the six months ended June 30, 2023 and 2022. Distributions of $0.96875 per Series E preferred unit were declared during the three months ended June 30, 2023 and 2022 and 1.9375 per Series E preferred unit for the six months ended June 30, 2023 and 2022.
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 the unsecured lines of credit, proceeds from property dispositions, including restricted cash related to net tax deferred proceeds, offerings of preferred and common shares under the shelf registration statement, including offerings of common shares under a 2021 at-the-market offering (“2021 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 communities, distributions to the holders of preferred shares, common shares, Series D and Series E preferred units, and Units, value-add redevelopment, common and preferred share buybacks and Unit redemptions, 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 impact our future liquidity include, but are not limited to, volatility in capital and credit markets, interest rate increases, the ability to access capital and credit markets, the minimum REIT dividend requirements, and our ability to complete asset purchases, sales, or developments.
As of June 30, 2023, we had total liquidity of approximately $246.7 million, which included $237.0 million available on the lines of credit and $9.7 million of cash and cash equivalents. As of December 31, 2022, we had total liquidity of approximately $153.0 million, which included $142.5 million on the lines of credit and $10.5 million of cash and cash equivalents.
Debt
As of June 30, 2023, we had a multibank, revolving line of credit with total commitments and borrowing capacity of $250.0 million, based on the value of unencumbered properties. As of June 30, 2023, the additional borrowing availability was $232.0 million beyond the $18.0 million drawn. At December 31, 2022, the line of credit borrowing capacity was $250.0 million based on the value of unencumbered properties, of which $113.5 million was drawn on the line. This credit facility matures in September 2025 and has an accordion option to increase borrowing capacity up to $400.0 million.
On May 31, 2023, this unsecured credit facility was further amended to replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”) as the benchmark alternative reference rate under the credit facility. Loans under the credit facility outstanding as of the effective date of the Amendment that accrue interest at a rate determined by reference to LIBOR will continue to accrue interest at a rate determined by reference to LIBOR for the interest period applicable to such loans. The line of credit has an interest rate equal to daily SOFR plus a margin of 135 basis points and a spread adjustment of 10 basis points. The interest rates on the line of credit are based, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 25-80 basis points, or daily or term SOFR, plus a margin that ranges from 125-180 basis points based on the consolidated leverage ratio, as defined under the First Amendment to Third Amended and Restated Credit Agreement. Prior to the amendment, interest rates on the line of credit is based, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 25-80 basis points, or LIBOR, plus a margin that ranges from 125-180 basis points based on the consolidated leverage ratio, as defined under the Third Amended and Restated Credit Agreement.
We also have a $6.0 million operating line of credit. As of June 30, 2023, the outstanding balance on this line of credit was $1.0 million. This operating line of credit is designed to enhance treasury management activities and more effectively manage cash balances. This operating line matures on September 30, 2024, with pricing based on SOFR.
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Centerspace has a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) with an aggregate amount of $225.0 million of unsecured senior promissory notes (“unsecured senior notes”) available for issuance. The Company also has a separate note purchase agreement for the issuance of $125.0 million senior unsecured promissory notes, of which $25.0 million was issued under the private shelf agreement with PGIM. Under the private shelf agreement with PGIM, the Company has issued $200.0 million unsecured senior notes with $25.0 million remaining available as of June 30, 2023. The following table shows the notes issued under both private shelf agreements.
| (in thousands) | |||||||||||||||||
| Amount | Maturity Date | Interest Rate | |||||||||||||||
| Series A | $ | 75,000 | September 13, 2029 | 3.84 | % | ||||||||||||
| Series B | $ | 50,000 | September 30, 2028 | 3.69 | % | ||||||||||||
| Series C | $ | 50,000 | June 6, 2030 | 2.70 | % | ||||||||||||
| Series 2021-A | $ | 35,000 | September 17, 2030 | 2.50 | % | ||||||||||||
| Series 2021-B | $ | 50,000 | September 17, 2031 | 2.62 | % | ||||||||||||
| Series 2021-C | $ | 25,000 | September 17, 2032 | 2.68 | % | ||||||||||||
| Series 2021-D | $ | 15,000 | September 17, 2034 | 2.78 | % | ||||||||||||
In November 2022, the Company entered into a $100.0 million term loan agreement (“Term Loan”) with PNC Bank, National Association as administrative agent. The interest rate on the Term Loan was based on SOFR, plus a margin that ranged from 120 to 175 basis points based on the consolidated leverage ratio. The Term Loan had a 364-day term with an option for an additional 364-day term. As of June 30, 2023, the term loan was paid in full. As of December 31, 2022, the term loan had a balance of $100.0 million.
We have a $198.9 million Fannie Mae Credit Facility Agreement (the “FMCF”). The FMCF is currently secured by mortgages on 12 apartment communities. The notes are interest-only, have varying maturity dates of 7, 10, and 12 years, and a blended, weighted average interest rate of 2.78%. As of June 30, 2023 and December 31, 2022, 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 the FMCF, was $367.7 million and $299.4 million at June 30, 2023 and December 31, 2022, respectively, on 14 and 15 apartment communities, respectively. All of our mortgage debt is collateralized by apartment communities and is non-recourse at fixed rates of interest, with staggered maturities. This decreases the exposure to changes in interest rates, which reduces the effect of interest rate fluctuations on our results of operations and cash flows. As of June 30, 2023 and December 31, 2022, the weighted average interest rate on mortgage debt was 4.14% and 3.85%, respectively.
On April 26, 2023, Centerspace closed on a $90.0 million secured note payable, which is included in the mortgages payable discussion above, with an interest rate of 5.04% and a term of 12 years.
Equity
We have an equity distribution agreement in connection with the 2021 ATM Program through which we may offer and sell common shares having an aggregate gross sales price of up to $250.0 million, in amounts and at times determined by management. The proceeds from the sale of common shares under the 2021 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. As of June 30, 2023, common shares having an aggregate offering price of up to $126.6 million remained available under the 2021 ATM Program. Further information can be found in Note 4 - Equity and Mezzanine Equity in the Condensed Consolidated notes.
On March 10, 2022, the Board of Trustees approved a new share repurchase program (the “Share Repurchase Program”), providing for the repurchase of up to an aggregate of $50.0 million of the Company’s outstanding common shares. Under the Share Repurchase Program, the Company is authorized to repurchase common shares through open market purchases, privately-negotiated transactions, block trades or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities and Exchange Act of 1934, as amended. The repurchases have no time limit and may be suspended or discontinued completely at any time. The specific timing and amount of repurchases will vary based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors. The table below provides details on the shares repurchased during the three and six months ended June 30, 2023. As of June 30, 2023, the Company had $14.2 million remaining authorized for purchase under this program.
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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) | |||||||||||
| 2023 | 105 | $ | 5,696 | $ | 54.51 | |||||||||
| Six Months Ended June 30, | ||||||||||||||
| 2023 | 124 | $ | 6,718 | $ | 54.19 | |||||||||
(1)Amount includes commissions.
Changes in Cash, Cash Equivalents, and Restricted Cash
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 flow from operations, during the six months ended June 30, 2023, we generated capital from various activities, including:
•Receiving $141.6 million in net proceeds from the sale of nine apartment communities; and
•Receiving $90.0 million in proceeds from a new mortgage on Parkhouse.
During the six months ended June 30, 2023, we used capital for various activities, including:
•Repaying $100.0 million on a variable rate term loan;
•Net repayments of $94.5 million on the line of credit;
•Repaying $22.8 million of mortgage principal;
•Paying distributions on common shares, Series E preferred units, Units, and Series C preferred shares of $29.9 million;
•Repurchasing 123,967 common shares for $6.7 million; and
•Funding capital improvements for apartment communities of approximately $25.1 million.
Contractual Obligations and Other Commitments
Contractual obligations and other commitments were disclosed in our Form 10-K for the year ended December 31, 2022. 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 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 increasing operating expenses, specifically, increases in energy costs, salary related costs, and construction materials for repairs and maintenance or value add 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, 2023, we had no significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
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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, 2022, filed with the SEC on February 21, 2023 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, 2023.
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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. The Company’s future revenue, cash flows, and fair values of certain financial instruments are dependent upon prevailing market prices and interest rates.
Centerspace’s exposure to market risk is primarily related to fluctuations in the general level of interest rates on the current and future fixed and variable rate debt obligations. Our operating results are, therefore, affected by changes in interest rates, including LIBOR and 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, 2022, filed with the SEC on February 21, 2023, 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, 2023, 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, 2023 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, 2022 and disclosed in Item 1A in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Securities
The Company issued 150 and 2,773 unregistered Common Shares to limited partners of the Operating Partnership in exchange for their Units, on May 31, 2023 and June 30, 2023, respectively, in reliance on the private offering exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, in part because the issuances were made to a limited number of limited partners through privately negotiated transactions not involving any public offer or solicitation.
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, 2023 | 103,648 | $ | 54.51 | 103,618 | $ | 14,282,622 | |||||||||||
| May 1 - 31, 2023 | 1,035 | 55.01 | 885 | 14,234,010 | |||||||||||||
| June 1 - 30, 2023 | — | — | — | 14,234,010 | |||||||||||||
| Total | 104,683 | $ | 54.51 | 104,503 | |||||||||||||
(1)Includes Units redeemed for cash pursuant to the exercise of exchange rights.
(2)Amount includes commissions paid.
(3)On March 10, 2022, the board authorized a new $50.0 million share repurchase program.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
During the fiscal quarter ended June 30, 2023, 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 | |||||
| 3.3 | |||||
| 10.1 | |||||
| 10.2 | Deed of Trust, Security Agreement and Fixture Filing with Assignment of Leases and Rents, dated April 26, 2023, by CSR – PARKHOUSE, LLC, in favor of the Public Trustee of the County (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2023). | ||||
| 10.3 | |||||
| 10.4 | |||||
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, 2023, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (ii) 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: July 31, 2023 | |||||
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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: July 31, 2023
| 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: July 31, 2023
| 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, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anne Olson, Jr., 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 | |||||
| July 31, 2023 | |||||
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, 2023, 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 | |||||
| July 31, 2023 | |||||
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.