EQUITY AND MEZZANINE EQUITY

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

EQUITY AND MEZZANINE EQUITY

EQUITY AND MEZZANINE EQUITY

Operating Partnership Units. The Operating Partnership had 881,000 and 977,000 outstanding Units at June 30, 2021 and December 31, 2020, respectively.

Exchange Rights. Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three and six months ended June 30, 2021 and 2020 as detailed in the table below.

	(in thousands)
Three Months Ended June 30,	Number of Units	Net Book Basis
2021	69	$	639
2020	22	$	1,048
Six Months Ended June 30,
2021	95	$	418
2020	36	$	118

Common Shares and Equity Awards. Common shares outstanding on June 30, 2021 and December 31, 2020, totaled 14.0 million and 13.0 million, respectively. There were 23,385 and 26,186 shares issued upon the vesting of equity awards under the 2015 Incentive Plan during the three and six months ended June 30, 2021, respectively, with a total grant-date fair value of $750,000 and $914,000, respectively. During the three and six months ended June 30, 2020, the Company issued 19,508 and 20,701 shares, respectively, upon the vesting of equity awards under the 2015 Incentive Plan, with a total grant-date fair value of $956,000 and $1.0 million, respectively. These shares vest based on performance and service criteria.

Equity Distribution Agreement. Centerspace has an equity distribution agreement in connection with an at-the-market offering (“2019 ATM Program”) through which it may offer and sell common shares having an aggregate sales price of up to $150.0 million, in amounts and at times as determined by management. The proceeds from the sale of common shares under the 2019 ATM Program are intended to be used for general purposes, which may include the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. The table below provides details on the sale of common shares during the three and six months ended June 30, 2021 and 2020. As of June 30, 2021, common shares having an aggregate offering price of up to $99,000 remained available under the 2019 ATM Program.

	(in thousands, except per share amounts)
Three Months Ended June 30,	Number of Common Shares	Total Consideration(1)		Average Net Price Per Share
2021	731	$	54,636	$	74.64
2020	624	$	44,848	$	71.84
Six Months Ended June 30,
2021	896	$	66,495	$	74.19
2020	674	$	48,250	$	71.56

(1)Total consideration is net of $528,000 and $709,000 in commissions during the three and six months ended June 30, 2021, respectively, and issuance costs. Total consideration for the three and six months ended June 30, 2020 is net of $683,000 and $735,000 in commissions, respectively, and issuance costs.

Series C Preferred Shares. Series C preferred shares outstanding were 3.9 million shares at June 30, 2021 and December 31, 2020. The Series C preferred shares are nonvoting and redeemable for cash at $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).

Series D Preferred Units (Mezzanine Equity). On February 26, 2019, Centerspace issued 165,600 newly created Series D preferred units at an issuance price of $100 per preferred unit as partial consideration for the acquisition of SouthFork Townhomes. The Series D preferred unit holders receive a preferred distribution at the rate of 3.862% per year. The Series D preferred units have a put option which allows the holder to redeem any or all of the Series D preferred units for cash equal to the issuance price. Each Series D preferred unit is convertible, at the holder's option, into 1.37931 Units, representing a conversion exchange rate of $72.50 per unit. Changes in the redemption value are charged to common shares on the Condensed Consolidated Balance Sheets from period to period. The holders of the Series D preferred units do not have any voting rights. Distributions to Series D unitholders are presented in the Condensed Consolidated Statements of Equity within net income (loss) attributable to controlling interests and noncontrolling interests.