Item 16. Summary
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Item 16. Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Camden Property Trust has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| February 16, 2018 | CAMDEN PROPERTY TRUST | |||||
| By: | /s/ Michael P. Gallagher | |||||
| Michael P. Gallagher | ||||||
| Senior Vice President — Chief Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Camden Property Trust and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Richard J. Campo | Chairman of the Board of Trust | February 16, 2018 | ||
| Richard J. Campo | Managers and Chief Executive Officer (Principal Executive Officer) | |||
| /s/ D. Keith Oden | President and Trust Manager | February 16, 2018 | ||
| D. Keith Oden | ||||
| /s/ Alexander J. Jessett | Executive Vice President - Finance, | February 16, 2018 | ||
| Alexander J. Jessett | Chief Financial Officer and Treasurer (Principal Financial Officer) | |||
| /s/ Michael P. Gallagher | Senior Vice President - Chief Accounting | February 16, 2018 | ||
| Michael P. Gallagher | Officer (Principal Accounting Officer) | |||
| * | ||||
| Heather J. Brunner | Trust Manager | February 16, 2018 | ||
| * | ||||
| Scott S. Ingraham | Trust Manager | February 16, 2018 | ||
| * | ||||
| Renu Khator | Trust Manager | February 16, 2018 | ||
| * | ||||
| William B. McGuire, Jr. | Trust Manager | February 16, 2018 | ||
| * | ||||
| William F. Paulsen | Trust Manager | February 16, 2018 | ||
| * | ||||
| Frances Aldrich Sevilla-Sacasa | Trust Manager | February 16, 2018 | ||
| * | ||||
| Steven A. Webster | Trust Manager | February 16, 2018 | ||
| * | ||||
| Kelvin R. Westbrook | Trust Manager | February 16, 2018 | ||
| *By: /s/ Alexander J. Jessett | ||||
| Alexander J. Jessett Attorney-in-fact |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trust Managers and Shareholders of Camden Property Trust
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Camden Property Trust and subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of income and comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2017, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 16, 2018, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ DELOITTE & TOUCHE LLP |
| Houston, Texas |
| February 16, 2018 |
| We have served as the Company's auditor since 1993. |
F-1
CAMDEN PROPERTY TRUST
CONSOLIDATED BALANCE SHEETS
| December 31, | |||||||
| (in thousands, except per share amounts) | 2017 | 2016 | |||||
| Assets | |||||||
| Real estate assets, at cost | |||||||
| Land | $ | 1,021,031 | $ | 967,375 | |||
| Buildings and improvements | 6,269,481 | 5,967,023 | |||||
| $ | 7,290,512 | $ | 6,934,398 | ||||
| Accumulated depreciation | (2,118,839 | ) | (1,890,656 | ) | |||
| Net operating real estate assets | $ | 5,171,673 | $ | 5,043,742 | |||
| Properties under development, including land | 377,231 | 442,292 | |||||
| Investments in joint ventures | 27,237 | 30,254 | |||||
| Total real estate assets | $ | 5,576,141 | $ | 5,516,288 | |||
| Accounts receivable – affiliates | 24,038 | 24,028 | |||||
| Other assets, net | 195,764 | 142,010 | |||||
| Short-term investments | — | 100,000 | |||||
| Cash and cash equivalents | 368,492 | 237,364 | |||||
| Restricted cash | 9,313 | 8,462 | |||||
| Total assets | $ | 6,173,748 | $ | 6,028,152 | |||
| Liabilities and equity | |||||||
| Liabilities | |||||||
| Notes payable | |||||||
| Unsecured | $ | 1,338,628 | $ | 1,583,236 | |||
| Secured | 865,970 | 897,352 | |||||
| Accounts payable and accrued expenses | 128,313 | 137,813 | |||||
| Accrued real estate taxes | 51,383 | 49,041 | |||||
| Distributions payable | 72,943 | 69,161 | |||||
| Other liabilities | 154,567 | 118,959 | |||||
| Total liabilities | $ | 2,611,804 | $ | 2,855,562 | |||
| Commitments and contingencies (Note 14) | |||||||
| Non-qualified deferred compensation share awards | 77,230 | 77,037 | |||||
| Equity | |||||||
| Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 105,489 and 100,694 issued; 102,769 and 97,818 outstanding at December 31, 2017 and 2016, respectively | 1,028 | 978 | |||||
| Additional paid-in capital | 4,137,161 | 3,678,277 | |||||
| Distributions in excess of net income attributable to common shareholders | (368,703 | ) | (289,180 | ) | |||
| Treasury shares, at cost (10,073 and 10,330 common shares, at December 31, 2017 and 2016, respectively) | (364,066 | ) | (373,339 | ) | |||
| Accumulated other comprehensive loss | (57 | ) | (1,863 | ) | |||
| Total common equity | $ | 3,405,363 | $ | 3,014,873 | |||
| Non-controlling interests | 79,351 | 80,680 | |||||
| Total equity | $ | 3,484,714 | $ | 3,095,553 | |||
| Total liabilities and equity | $ | 6,173,748 | $ | 6,028,152 |
See Notes to Consolidated Financial Statements.
F-2
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| Year Ended December 31, | |||||||||||
| (in thousands, except per share amounts) | 2017 | 2016 | 2015 | ||||||||
| Property revenues | |||||||||||
| Rental revenues | $ | 770,540 | $ | 750,597 | $ | 721,816 | |||||
| Other property revenues | 130,356 | 125,850 | 113,802 | ||||||||
| Total property revenues | $ | 900,896 | $ | 876,447 | $ | 835,618 | |||||
| Property expenses | |||||||||||
| Property operating and maintenance | $ | 217,817 | $ | 206,780 | $ | 202,105 | |||||
| Real estate taxes | 110,925 | 104,575 | 98,895 | ||||||||
| Total property expenses | $ | 328,742 | $ | 311,355 | $ | 301,000 | |||||
| Non-property income | |||||||||||
| Fee and asset management | $ | 8,176 | $ | 6,864 | $ | 6,999 | |||||
| Interest and other income | 3,011 | 2,202 | 597 | ||||||||
| Income (loss) on deferred compensation plans | 16,608 | 5,511 | (264 | ) | |||||||
| Total non-property income | $ | 27,795 | $ | 14,577 | $ | 7,332 | |||||
| Other expenses | |||||||||||
| Property management | $ | 25,773 | $ | 25,125 | $ | 23,055 | |||||
| Fee and asset management | 3,903 | 3,848 | 4,742 | ||||||||
| General and administrative | 50,587 | 47,415 | 46,233 | ||||||||
| Interest | 86,750 | 93,145 | 97,312 | ||||||||
| Depreciation and amortization | 263,974 | 250,146 | 240,944 | ||||||||
| Expense (benefit) on deferred compensation plans | 16,608 | 5,511 | (264 | ) | |||||||
| Total other expenses | $ | 447,595 | $ | 425,190 | $ | 412,022 | |||||
| Loss on early retirement of debt | (323 | ) | — | — | |||||||
| Gain on sale of operating properties, including land | 43,231 | 295,397 | 104,288 | ||||||||
| Equity in income of joint ventures | 6,822 | 7,125 | 6,168 | ||||||||
| Income from continuing operations before income taxes | $ | 202,084 | $ | 457,001 | $ | 240,384 | |||||
| Income tax expense | (1,224 | ) | (1,617 | ) | (1,872 | ) | |||||
| Income from continuing operations | $ | 200,860 | $ | 455,384 | $ | 238,512 | |||||
| Income from discontinued operations | — | 7,605 | 19,750 | ||||||||
| Gain on sale of discontinued operations, net of tax | — | 375,237 | — | ||||||||
| Net income | $ | 200,860 | $ | 838,226 | $ | 258,262 | |||||
| Less income allocated to non-controlling interests from continuing operations | (4,438 | ) | (18,403 | ) | (8,947 | ) | |||||
| Net income attributable to common shareholders | $ | 196,422 | $ | 819,823 | $ | 249,315 |
See Notes to Consolidated Financial Statements.
F-3
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Continued)
| Year Ended December 31, | |||||||||||
| (In thousands, except per share amounts) | 2017 | 2016 | 2015 | ||||||||
| Earnings per share – basic | |||||||||||
| Earnings per common share from continuing operations | $ | 2.14 | $ | 4.81 | $ | 2.55 | |||||
| Earnings per common share from discontinued operations | — | 4.27 | 0.22 | ||||||||
| Total earnings per common share – basic | $ | 2.14 | $ | 9.08 | $ | 2.77 | |||||
| Earnings per share – diluted | |||||||||||
| Earnings per common share from continuing operations | $ | 2.13 | $ | 4.79 | $ | 2.54 | |||||
| Earnings per common share from discontinued operations | — | 4.26 | 0.22 | ||||||||
| Total earnings per common share – diluted | $ | 2.13 | $ | 9.05 | $ | 2.76 | |||||
| Weighted average number of common shares outstanding – basic | 91,499 | 89,580 | 89,120 | ||||||||
| Weighted average number of common shares outstanding – diluted | 92,515 | 89,903 | 89,490 | ||||||||
| Net income attributable to common shareholders | |||||||||||
| Income from continuing operations | $ | 200,860 | $ | 455,384 | $ | 238,512 | |||||
| Less income allocated to non-controlling interests from continuing operations | (4,438 | ) | (18,403 | ) | (8,947 | ) | |||||
| Income from continuing operations attributable to common shareholders | $ | 196,422 | $ | 436,981 | $ | 229,565 | |||||
| Income from discontinued operations, including gain on sale | $ | — | $ | 382,842 | $ | 19,750 | |||||
| Net income attributable to common shareholders | $ | 196,422 | $ | 819,823 | $ | 249,315 | |||||
| Consolidated Statements of Comprehensive Income | |||||||||||
| Net income | $ | 200,860 | $ | 838,226 | $ | 258,262 | |||||
| Other comprehensive income | |||||||||||
| Unrealized gain on cash flow hedging activities | 1,690 | — | — | ||||||||
| Unrealized gain (loss) and unamortized prior service cost on post retirement obligation | (20 | ) | (80 | ) | 357 | ||||||
| Reclassification of net loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation | 136 | 130 | 149 | ||||||||
| Comprehensive income | $ | 202,666 | $ | 838,276 | $ | 258,768 | |||||
| Less income allocated to non-controlling interests from continuing operations | (4,438 | ) | (18,403 | ) | (8,947 | ) | |||||
| Comprehensive income attributable to common shareholders | $ | 198,228 | $ | 819,873 | $ | 249,821 |
See Notes to Consolidated Financial Statements.
F-4
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF EQUITY
| Common Shareholders | |||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income | Treasury shares, at cost | Accumulated other comprehensive loss | Non-controlling interests | Total equity | ||||||||||||||||||||
| Equity, December 31, 2014 | $ | 976 | $ | 3,667,448 | $ | (453,777 | ) | $ | (396,626 | ) | $ | (2,419 | ) | $ | 72,807 | $ | 2,888,409 | ||||||||||
| Net income | 249,315 | 8,947 | 258,262 | ||||||||||||||||||||||||
| Other comprehensive income | 506 | 506 | |||||||||||||||||||||||||
| Net share awards | 13,020 | 9,305 | 22,325 | ||||||||||||||||||||||||
| Employee share purchase plan | 583 | 528 | 1,111 | ||||||||||||||||||||||||
| Common share options exercised | 176 | 176 | |||||||||||||||||||||||||
| Change in classification of deferred compensation plan | (10,999 | ) | (10,999 | ) | |||||||||||||||||||||||
| Change in redemption value of non-qualified share awards | (3,788 | ) | (3,788 | ) | |||||||||||||||||||||||
| Diversification of share awards within deferred compensation plan | 2,134 | 1,423 | 3,557 | ||||||||||||||||||||||||
| Conversion of operating partnership units (2 shares) | 86 | (86 | ) | — | |||||||||||||||||||||||
| Cash distributions declared to equity holders ($2.80 per share) | (251,750 | ) | (5,309 | ) | (257,059 | ) | |||||||||||||||||||||
| Purchase of noncontrolling interest | (9,480 | ) | (20 | ) | (9,500 | ) | |||||||||||||||||||||
| Other | (104 | ) | (104 | ) | |||||||||||||||||||||||
| Equity, December 31, 2015 | $ | 976 | $ | 3,662,864 | $ | (458,577 | ) | $ | (386,793 | ) | $ | (1,913 | ) | $ | 76,339 | $ | 2,892,896 | ||||||||||
| Net income | 819,823 | 18,403 | 838,226 | ||||||||||||||||||||||||
| Other comprehensive income | 50 | 50 | |||||||||||||||||||||||||
| Net share awards | 15,213 | 9,783 | 24,996 | ||||||||||||||||||||||||
| Employee share purchase plan | 944 | 753 | 1,697 | ||||||||||||||||||||||||
| Common share options exercised (45 shares) | 1,003 | 2,918 | 3,921 | ||||||||||||||||||||||||
| Change in classification of deferred compensation plan | (13,956 | ) | (13,956 | ) | |||||||||||||||||||||||
| Change in redemption value of non-qualified share awards | (9,145 | ) | (9,145 | ) | |||||||||||||||||||||||
| Diversification of share awards within deferred compensation plan | 11,931 | 13,497 | 25,428 | ||||||||||||||||||||||||
| Conversion and redemption of operating partnership units (8 shares) | 290 | (370 | ) | (80 | ) | ||||||||||||||||||||||
| Cash distributions declared to equity holders ($7.25 per share) | (654,778 | ) | (13,692 | ) | (668,470 | ) | |||||||||||||||||||||
| Purchase of non-controlling interests | — | — | |||||||||||||||||||||||||
| Other | 2 | (12 | ) | (10 | ) | ||||||||||||||||||||||
| Equity, December 31, 2016 | $ | 978 | $ | 3,678,277 | $ | (289,180 | ) | $ | (373,339 | ) | $ | (1,863 | ) | $ | 80,680 | $ | 3,095,553 |
See Notes to Consolidated Financial Statements.
F-5
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
| Common Shareholders | |||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income | Treasury shares, at cost | Accumulated other comprehensive loss | Non-controlling interests | Total equity | ||||||||||||||||||||
| Equity, December 31, 2016 | $ | 978 | $ | 3,678,277 | $ | (289,180 | ) | $ | (373,339 | ) | $ | (1,863 | ) | $ | 80,680 | $ | 3,095,553 | ||||||||||
| Net income | 196,422 | 4,438 | 200,860 | ||||||||||||||||||||||||
| Other comprehensive income | 1,806 | 1,806 | |||||||||||||||||||||||||
| Common shares issued (4,778 shares) | 48 | 444,990 | 445,038 | ||||||||||||||||||||||||
| Net share awards | 15,779 | 8,177 | 23,956 | ||||||||||||||||||||||||
| Employee share purchase plan | 1,030 | 686 | 1,716 | ||||||||||||||||||||||||
| Common share options exercised (11 shares) | 521 | 410 | 931 | ||||||||||||||||||||||||
| Change in classification of deferred compensation plan | (13,388 | ) | (13,388 | ) | |||||||||||||||||||||||
| Change in redemption value of non-qualified share awards | (10,038 | ) | (10,038 | ) | |||||||||||||||||||||||
| Diversification of share awards within deferred compensation plan | 10,159 | 13,074 | 23,233 | ||||||||||||||||||||||||
| Conversion of operating partnership units (3 shares) | 117 | (117 | ) | — | |||||||||||||||||||||||
| Cash distributions declared to equity holders ($3.00 per share) | (278,981 | ) | (5,650 | ) | (284,631 | ) | |||||||||||||||||||||
| Other | 2 | (324 | ) | (322 | ) | ||||||||||||||||||||||
| Equity, December 31, 2017 | $ | 1,028 | $ | 4,137,161 | $ | (368,703 | ) | $ | (364,066 | ) | $ | (57 | ) | $ | 79,351 | $ | 3,484,714 |
See Notes to Consolidated Financial Statements.
F-6
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | |||||||||||
| (in thousands) | 2017 | 2016 | 2015 | ||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 200,860 | $ | 838,226 | $ | 258,262 | |||||
| Net income from discontinued operations, including gain on sale | — | (382,842 | ) | (19,750 | ) | ||||||
| Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
| Depreciation and amortization | 263,974 | 250,146 | 240,944 | ||||||||
| Loss on early retirement of debt | 323 | — | — | ||||||||
| Gain on sale of operating properties, including land | (43,231 | ) | (295,397 | ) | (104,288 | ) | |||||
| Distributions of income from joint ventures | 6,851 | 7,057 | 6,387 | ||||||||
| Equity in income of joint ventures | (6,822 | ) | (7,125 | ) | (6,168 | ) | |||||
| Share-based compensation | 17,547 | 20,123 | 17,674 | ||||||||
| Net change in operating accounts and other | (4,846 | ) | 281 | (5,761 | ) | ||||||
| Net cash from continuing operating activities | $ | 434,656 | $ | 430,469 | $ | 387,300 | |||||
| Net cash from discontinued operating activities | — | 12,594 | 35,938 | ||||||||
| Net cash from operating activities | $ | 434,656 | $ | 443,063 | $ | 423,238 | |||||
| Cash flows from investing activities | |||||||||||
| Development and capital improvements | $ | (299,086 | ) | $ | (342,952 | ) | $ | (411,799 | ) | ||
| Acquisition of operating property | (58,267 | ) | — | — | |||||||
| Proceeds from sales of operating properties, including land | 76,902 | 515,754 | 145,044 | ||||||||
| Purchase of short-term investments | — | (100,000 | ) | — | |||||||
| Maturity of short-term investments | 100,000 | — | — | ||||||||
| Other | (9,303 | ) | (3,482 | ) | (12,705 | ) | |||||
| Net cash from continuing investing activities | $ | (189,754 | ) | $ | 69,320 | $ | (279,460 | ) | |||
| Proceeds from discontinued operations, including land | — | 622,982 | — | ||||||||
| Net cash from discontinued investing activities | — | (1,890 | ) | (13,775 | ) | ||||||
| Net cash from investing activities | $ | (189,754 | ) | $ | 690,412 | $ | (293,235 | ) |
See Notes to Consolidated Financial Statements.
F-7
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
| Year Ended December 31, | |||||||||||
| (in thousands) | 2017 | 2016 | 2015 | ||||||||
| Cash flows from financing activities | |||||||||||
| Borrowings on unsecured credit facility and other short-term borrowings | $ | 465,000 | $ | 1,305,000 | $ | 1,466,000 | |||||
| Repayments on unsecured credit facility and other short-term borrowings | (465,000 | ) | (1,549,000 | ) | (1,222,000 | ) | |||||
| Repayment of notes payable | (278,999 | ) | (3,077 | ) | (253,043 | ) | |||||
| Distributions to common shareholders and non-controlling interests | (280,761 | ) | (663,363 | ) | (253,129 | ) | |||||
| Purchase of non-controlling interest | — | — | (9,500 | ) | |||||||
| Proceeds from issuance of common shares | 445,038 | — | — | ||||||||
| Other | 1,799 | 6,203 | (1,559 | ) | |||||||
| Net cash from financing activities | $ | (112,923 | ) | $ | (904,237 | ) | $ | (273,231 | ) | ||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 131,979 | 229,238 | (143,228 | ) | |||||||
| Cash, cash equivalents, and restricted cash, beginning of year | 245,826 | 16,588 | 159,816 | ||||||||
| Cash, cash equivalents, and restricted cash, end of year | $ | 377,805 | $ | 245,826 | $ | 16,588 | |||||
| Reconciliation of cash, cash equivalents, and restricted cash to the Consolidated Balance Sheet | |||||||||||
| Cash and cash equivalents | $ | 368,492 | $ | 237,364 | $ | 10,617 | |||||
| Restricted cash | 9,313 | 8,462 | 5,971 | ||||||||
| Total cash, cash equivalents, and restricted cash, end of year | 377,805 | 245,826 | 16,588 | ||||||||
| Supplemental information | |||||||||||
| Cash paid for interest, net of interest capitalized | $ | 88,654 | $ | 93,302 | $ | 96,179 | |||||
| Cash paid for income taxes | 1,705 | 2,424 | 1,889 | ||||||||
| Supplemental schedule of noncash investing and financing activities | |||||||||||
| Distributions declared but not paid | $ | 72,943 | $ | 69,161 | $ | 64,275 | |||||
| Value of shares issued under benefit plans, net of cancellations | 18,061 | 19,006 | 18,336 | ||||||||
| Accrual associated with construction and capital expenditures | 19,016 | 22,762 | 24,175 |
See Notes to Consolidated Financial Statements.
F-8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- Description of Business
Business. Formed on May 25, 1993, Camden Property Trust, a Texas real estate investment trust (“REIT”), is primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Our multifamily apartment communities are referred to as “communities,” “multifamily communities,” “properties,” or “multifamily properties” in the following discussion. As of December 31, 2017, we owned interests in, operated, or were developing 162 multifamily properties comprised of 55,143 apartment homes across the United States. Of the 162 properties, seven properties were under construction, and will consist of a total of 2,110 apartment homes when completed. We also own land holdings which we may develop into multifamily communities in the future.
- Summary of Significant Accounting Policies and Recent Accounting Pronouncements
Principles of Consolidation. Our consolidated financial statements include our accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which we have control. All intercompany transactions, balances, and profits have been eliminated in consolidation. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities (“VIEs”), which requires the consolidation of VIEs in which we are considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation primarily using a voting interest model. In determining if we have a controlling financial interest, we consider factors such as ownership interests, authority to make decisions, kick-out rights and participating rights. At December 31, 2017, two of our consolidated operating partnerships are VIEs, of which we held between 92% and 94% of the outstanding common limited partnership units and the sole 1% general partnership interest of each consolidated operating partnership. As we are considered the primary beneficiary, we continue to consolidate these operating partnerships.
Acquisitions of Real Estate. Upon acquisition of real estate, we determine the fair value of tangible and intangible assets, which includes land, buildings (as-if-vacant), furniture and fixtures, the value of in-place leases, including above and below market leases, and acquired liabilities. In estimating these values, we apply methods similar to those used by independent appraisers of income-producing property. Upon our adoption of Accounting Standard Update 2017-01 ("ASU 2017-01") on January 1, 2017, as discussed below in Recent Accounting Pronouncements, we believe most future transaction costs relating to acquisition of operating assets will be capitalized. Prior to our adoption of ASU 2017-01 transaction costs associated with the acquisition of operating assets were expensed as incurred. Estimates of fair value of acquired debt are based upon interest rates available for the issuance of debt with similar terms and remaining maturities. Depreciation is computed on a straight-line basis over the remaining useful lives of the related tangible assets. The value of in-place leases and above or below market leases is amortized over the estimated average remaining life of leases in place at the time of acquisition. The net carrying value of below market leases is included in other liabilities in our consolidated balance sheets and the net carrying value of in-place leases is included in other assets, net in our consolidated balance sheets.
During the year ended December 31, 2017, we recognized amortization expense related to in-place leases of approximately $1.3 million. During the year ended December 31,2015, we recognized revenues related to below market leases of approximately $0.1 million and amortization expense related to in-place leases of approximately $0.5 million. We did not recognize any revenue or amortization expense related to below market or in-place leases for the year ended December 31, 2016.
The weighted average amortization period of in-place leases was approximately six months for the year ended December 31, 2017. The weighted average amortization period of below market leases and in-place leases were approximately eight months for the year ended December 31, 2015.
Asset Impairment. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. While we believe our estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies, could significantly affect these estimates. In estimating fair value, management uses appraisals, management estimates, and discounted cash flow calculations which utilize inputs from a marketplace participant’s perspective. When impairment exists, the long-lived asset is adjusted to its fair value. In addition, we evaluate our equity investments in joint ventures and if we believe there is an other than temporary decline in market value of our investment below our carrying value, we will record an impairment charge. We did not record any impairment charges for the years ended December 31, 2017, 2016, or 2015.
The value of our properties under development depends on market conditions, including estimates of the project start date as well as estimates of demand for multifamily communities. We have reviewed market trends and other marketplace
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information and have incorporated this information as well as our current outlook into the assumptions we use in our impairment analyses. Due to the judgment and assumptions applied in the impairment analyses, it is possible actual results could differ substantially from those estimated.
We believe the carrying value of our operating real estate assets, properties under development, and land is currently recoverable. However, if market conditions deteriorate or if changes in our development strategy significantly affect any key assumptions used in our fair value estimates, we may need to take material charges in future periods for impairments related to existing assets. Any such material non-cash charges could have an adverse effect on our consolidated financial position and results of operations.
Cash and Cash Equivalents. All cash and investments in money market accounts and other highly liquid securities with a maturity of three months or less at the date of purchase are considered to be cash and cash equivalents. We maintain the majority of our cash and cash equivalents at major financial institutions in the United States and deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, we regularly monitor the financial stability of these financial institutions and believe we are not currently exposed to any significant default risk with respect to these deposits.
Short-term Investments. Our short-term investments consisted of certificates of deposit which have original maturities of more than three months but less than one year.
Cost Capitalization. Real estate assets are carried at cost plus capitalized carrying charges. Carrying charges are primarily interest and real estate taxes which are capitalized as part of properties under development. Capitalized interest is generally based on the weighted average interest rate of our unsecured debt. Expenditures directly related to the development and improvement of real estate assets are capitalized at cost as land and buildings and improvements. Indirect development costs, including salaries and benefits and other related costs directly attributable to the development of properties, are also capitalized. We begin capitalizing development, construction, and carrying costs when the development of the future real estate asset is probable and activities necessary to prepare the underlying real estate for its intended use have been initiated. All construction and carrying costs are capitalized and reported in the balance sheet as properties under development until the apartment homes are substantially completed. As apartment homes within development properties are completed, the total capitalized development cost of each apartment home is transferred from properties under development including land to buildings and improvements.
As discussed above, carrying charges are principally interest and real estate taxes capitalized as part of properties under development. Capitalized interest was approximately $15.2 million, $18.2 million, and $19.3 million for the years ended December 31, 2017, 2016, and 2015, respectively. Capitalized real estate taxes were approximately $2.4 million, $4.5 million, and $3.6 million for the years ended December 31, 2017, 2016, and 2015, respectively.
Where possible, we stage our construction to allow leasing and occupancy during the construction period, which we believe minimizes the duration of the lease-up period following completion of construction. Our accounting policy related to properties in the development and leasing phase is to expense all operating expenses associated with completed apartment homes. We capitalize renovation and improvement costs we believe extend the economic lives of depreciable property. Capital expenditures subsequent to initial construction are capitalized and depreciated over their estimated useful lives.
We also incur expenditures related to renovation and construction of office space we lease and we capitalize these leasehold improvements as furniture, fixtures, equipment and other. We depreciate these costs using the straight-line method over the shorter of the lease term or the useful life of the improvement.
Depreciation and amortization is computed over the expected useful lives of depreciable property on a straight-line basis with lives generally as follows:
| Estimated Useful Life | |
| Buildings and improvements | 5-35 years |
| Furniture, fixtures, equipment and other | 3-20 years |
| Intangible assets/liabilities (in-place leases and below market leases) | underlying lease term |
Derivative Financial Instruments. Derivative financial instruments are recorded in the consolidated balance sheets at fair value and we do not apply master netting for financial reporting purposes. Accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows
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or other types of forecasted transactions are cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes attributable to the earnings effect of the hedged transactions. We may enter into derivative contracts which are intended to economically hedge certain of our risks, for which hedge accounting does not apply or we elect not to apply hedge accounting.
Discontinued Operations. A property is classified as a discontinued operation when the disposal represents a strategic shift, such as disposal of a major line of business, a major geographical area or a major equity investment. The results of operations for properties sold during the period or classified as held for sale at the end of the period, and meeting the above criteria of discontinued operations, are classified as discontinued operations for all periods presented. The property-specific components of earnings classified as discontinued operations include separately identifiable property-specific revenues, expenses, depreciation, and interest expense, if any. The gain or loss resulting from the eventual disposal of the held for sale properties meeting the criteria of discontinued operations is also classified within discontinued operations. Real estate assets held for sale are measured at the lower of carrying amount or fair value less costs to sell and are presented separately in the accompanying consolidated balance sheets. Subsequent to classification of a property as held for sale, no further depreciation is recorded. Consolidated operating properties sold or classified as held for sale, which do not meet the above criteria of discontinued operations are not included in discontinued operations and the related gains and losses are included in continuing operations. Properties sold by our unconsolidated entities which do not meet the above criteria of discontinued operations are not included in discontinued operations and related gains or losses are reported as a component of equity in income of joint ventures.
Gains on sale of real estate are recognized using the full accrual or partial sale methods, as applicable, in accordance with accounting principles generally accepted in the United States of America ("GAAP"), provided various criteria relating to the terms of sale and any subsequent involvement with the real estate sold are satisfied.
See Note 7, "Acquisitions, Dispositions, and Discontinued Operations," for discussion of discontinued operations for the year ended December 31, 2016. There were no discontinued operations for the years ended 2017 or 2015.
Fair Value. For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price we would receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction.
In determining fair value, observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions; preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:
| • | Level 1: Quoted prices for identical instruments in active markets. |
| • | Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. |
| • | Level 3: Significant inputs to the valuation model are unobservable. |
Recurring Fair Value Measurements. The following describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis:
Deferred Compensation Plan Investments. The estimated fair values of investment securities classified as deferred compensation plan investments are based on quoted market prices utilizing public information for the same transactions. Our deferred compensation plan investments are recorded in other assets in our consolidated balance sheets. The inputs associated with the valuation of our recurring deferred compensation plan investments are included in Level 1 of the fair value hierarchy.
Derivative Financial Instruments. The estimated fair values of derivative financial instruments are valued using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and volatility. The fair values of interest rate swaps and caps are estimated using the market-standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk, including our own nonperformance risk and the respective counterparty’s nonperformance risk. The fair value of interest rate caps is determined using the market-standard methodology of discounting the future expected cash receipts which would occur if variable interest
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rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observed market interest rate curves and volatilities.
Although we have determined the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Non-recurring Fair Value Measurements. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. These assets primarily include long-lived assets which are recorded at fair value if they are impaired using the fair value methodologies used to measure long-lived assets described above at "Asset Impairment." Non-recurring fair value disclosures are not provided for impairments on assets disposed during the period because they are no longer owned by us. The inputs associated with the valuation of long-lived assets are generally included in Level 3 of the fair value hierarchy, unless a quoted price for a similar long-lived asset in an active market exists, at which time they are included in Level 2 of the fair value hierarchy.
Financial Instrument Fair Value Disclosures. As of December 31, 2017 and 2016, the carrying values of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, accrued expenses and distributions payable represent fair value because of the short-term nature of these instruments. The carrying value of restricted cash approximates its fair value based on the nature of our assessment of the ability to recover these amounts. The carrying value of our notes receivable, which are included in other assets, net in our consolidated balance sheets, approximates their fair value. The estimated fair values are based on certain factors, such as market interest rates, terms of the note and credit worthiness of the borrower. These financial instruments utilize Level 3 inputs. In calculating the fair value of our notes payable, interest rate and spread assumptions reflect current credit worthiness and market conditions available for the issuance of notes payable with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs.
Income Recognition. Our rental and other property revenue is recorded when due from residents and is recognized monthly as it is earned. Other property revenue consists primarily of utility rebillings and administrative, application, and other transactional fees charged to our residents. Our apartment homes are rented to residents on lease terms generally ranging from six to eighteen months, with monthly payments due in advance. All other sources of income, including interest and fee and asset management income, are recognized as earned. Operations of multifamily properties acquired are recorded from the date of acquisition in accordance with the acquisition method of accounting. In management’s opinion, due to the number of residents, the types and diversity of submarkets in which our properties operate, and the collection terms, there is no significant concentration of credit risk.
Reclassifications. Certain reclassifications have been made to amounts in prior period financial statements to conform to the current period presentation. We reclassified certain insignificant amounts in the consolidated statements of cash flows for the years ended December 31, 2016 and 2015. These reclassifications had no impact on our consolidated cash flows from operating, investing or financing activities.
Insurance. Our primary lines of insurance coverage are property, general liability, health, and workers’ compensation. We believe our insurance coverage adequately insures our properties against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood, and other perils and adequately insures us against other risks. Losses are accrued based upon our estimates of the aggregate liability for claims incurred using certain actuarial assumptions followed in the insurance industry and based on our experience.
Other Assets, Net. Other assets in our consolidated financial statements include investments under deferred compensation plans, deferred financing costs, non-real estate leasehold improvements and equipment, notes receivable, prepaid expenses, the value of in-place leases net of related accumulated amortization, and other miscellaneous receivables. Investments under deferred compensation plans are classified as trading securities and are adjusted to fair market value at period end. For a further discussion of our investments under deferred compensation plans, see Note 11, “Share-based Compensation and Benefit Plans.” Deferred financing costs are related to our unsecured credit facility and unsecured short-term borrowing facility, and are amortized no longer than the terms of the related facilities on the straight-line method, which approximates the effective interest method. Corporate leasehold improvements and equipment are depreciated using the straight-line method over the shorter of the expected useful lives or the lease terms which generally range from three to ten years.
Our notes receivable relate to real estate secured loans to unaffiliated third parties. At December 31, 2017 and 2016, we had one outstanding note receivable balance of approximately $18.8 million and $17.2 million, respectively. The weighted average interest rates were approximately 4.0% for each of the years ended December 31, 2017 and 2016 related to such note.
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At December 31, 2017, construction was complete on this project and we were not committed to fund any additional amounts under the note. Interest is recognized over the life of the note and is included in interest and other income in our consolidated statements of income and comprehensive income. We consider a note receivable to be impaired if it is probable we will not collect all contractually due principal and interest. We do not accrue interest when a note is considered impaired and an allowance is recorded for any principal and previously accrued interest which is not believed to be collectible. All cash receipts on impaired notes are applied to reduce the principal amount of such notes until the principal has been recovered and, thereafter, are recognized as interest income. There were no impairments as of December 31, 2017 or 2016.
Reportable Segments. We operate in a single reportable segment which includes the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Each of our operating properties is considered a separate operating segment as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish or group our consolidated operations based on geography, size or type. Our multifamily apartment communities have similar long-term economic characteristics and provide similar products and services to our residents. Further, all material operations are within the United States and no multifamily apartment community comprises more than 10% of consolidated revenues. As a result, our operating properties are aggregated into a single reportable segment. Our multifamily communities generate rental revenue and other income through the leasing of apartment homes, which comprised approximately 99% of our total property revenues and total non-property income, excluding income on deferred compensation plans, for each of the years ended December 31, 2017, 2016, and 2015.
Restricted Cash. Restricted cash consists of escrow deposits held by lenders for property taxes, insurance and replacement reserves, cash required to be segregated for the repayment of residents’ security deposits, and escrowed amounts related to our development and acquisition activities. Substantially all restricted cash is invested in demand and short-term instruments.
Share-based Compensation. Compensation expense associated with share-based awards is recognized in our consolidated statements of income and comprehensive income using the grant-date fair values. Compensation cost for all share-based awards, including options, requires measurement at estimated fair value on the grant date and recognition of compensation expense over the requisite service period for awards expected to vest. The fair value of stock option grants is estimated using the Black-Scholes valuation model. Valuation models require the input of assumptions, including judgments to estimate the expected stock price volatility, expected life, and forfeiture rate. The compensation cost for share-based awards is based on the market value of the shares on the date of grant.
Use of Estimates. In the application of GAAP, management is required to make estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements, results of operations during the reporting periods, and related disclosures. Our more significant estimates include estimates supporting our impairment analysis related to the carrying values of our real estate assets. These estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. Future events rarely develop exactly as forecasted, and the best estimates routinely require adjustment.
Recent Accounting Pronouncements. In January 2017, the Financial Accounting Standards Board ("FASB") issued ASU 2017-01, "Clarifying the Definition of a Business (Topic 805)." ASU 2017-01 clarifies the definition of a business and provides further guidance for evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. ASU 2017-01 is effective for interim and annual periods beginning after December 15, 2017, early adoption was permitted, and we adopted ASU 2017-01 as of January 1, 2017. We believe most of our future acquisitions of operating properties will qualify as asset acquisitions and most future transaction costs associated with these acquisitions will be capitalized.
In February 2017, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets." ASU 2017-05 clarifies the definition of an in-substance nonfinancial asset and changes the accounting for partial sales of nonfinancial assets to be more consistent with the accounting for a sale of a business pursuant to ASU 2017-01. This update is effective for interim and annual periods beginning after December 15, 2017 using a full retrospective or modified retrospective method and is required to be adopted in conjunction with ASU 2014-09, "Revenue from Contracts with Customers" discussed below. We adopted ASU 2017-05 as of January 1, 2018, along with our adoption of ASU 2014-09, using the modified retrospective method and it did not have a material impact on our consolidated financial statements. We believe most of our future contributions of nonfinancial assets to our joint ventures, if any, will result in the recognition of a full gain or loss as if we sold 100% of the nonfinancial asset and we will also measure our retained interest at fair value.
In May 2014, the FASB issued ASU 2014-09 which prescribes a single, common revenue standard to replace most existing revenue recognition guidance in GAAP, including most industry-specific requirements. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. Several ASUs have been issued since the issuance of ASU 2014-09 which modify certain sections of the new revenue recognition standard, and are
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intended to promote a more consistent interpretation and application of the principles outlined in the standard. We adopted ASU 2014-09, and all related amendments, effective January 1, 2018 using the modified retrospective with cumulative-effect transition method which requires us to recognize the cumulative effect of initially applying the new revenue standard as an adjustment, if any, to the opening balance of retained earnings. We have identified our revenue streams and finalized our evaluation of the impact on our consolidated financial statements and internal accounting processes. Upon adoption, we will present certain revenue streams, which are currently included as a component of our other property revenues, as rental revenues due to the nature and timing of revenue recognition for these revenue streams. The new presentation will be applied prospectively upon adoption as this adjustment will not have an impact upon total property revenues or the opening balance of retained earnings and the adoption of ASU 2014-09 and its related amendments will not have a material impact on our consolidated financial statements as the majority of our revenue is derived from real estate lease contracts. Had ASU 2014-09 been effective as of January 1, 2017, we would have reclassified approximately $21.9 million from other property revenue to rental revenue for the year end December 31, 2017.
In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 supersedes the current accounting for leases and while retaining two distinct types of leases, finance and operating, (i) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting (ii) eliminates most real estate specific lease provisions, and (iii) aligns many of the underlying lessor model principles with those in the new revenue standard. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. We are required to adopt ASU 2016-02 using the modified retrospective approach which requires us to record leases existing as of or are entered into after the beginning of the earliest comparative period presented in the financial statements under the new lease standard. We anticipate adopting ASU 2016-02 as of January 1, 2019. Based on our assessments, most of our operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of-use assets upon adoption and believe our adoption of the new leasing standard will have an immaterial increase in the assets and liabilities on our consolidated balance sheets, with no material impact to our consolidated statements of income and comprehensive income. However, the ultimate impact will depend on our lease portfolio as of the adoption date.
In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." ASU 2016-09 amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, accrual of compensation cost, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016, and we adopted ASU 2016-09 as of January 1, 2017. Upon adoption we elected to recognize forfeitures of share-based payment awards as they occur, rather than estimating forfeitures at the time awards are granted. Historically, our estimated forfeitures approximated actual forfeitures and the impact of the change in policy upon our adoption of ASU 2016-09 did not have a material impact on our consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)." ASU 2016-15 clarifies how eight specific cash receipts and cash payments are to be presented and classified on the statement of cash flows, including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration made after a business combination, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of predominance principle. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. Each amendment in this standard must be applied retrospectively. We adopted ASU 2016-15 as of January 1, 2018 using the retrospective method by applying the cumulative earnings approach to classify distributions received from our equity method investees and it did not have a material effect on our consolidated statements of cash flows upon adoption.
In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." ASU 2017-12 amends the hedge accounting model to provide better insight to risk management activities in the financial statements, reduces the complexity in cash flow hedges of interest rate risk, eliminates the requirement to separately measure and report hedge ineffectiveness, requires the entire change in the fair value of a hedging instrument included in the assessment of the hedge effectiveness to be recorded in other comprehensive income, with amounts reclassified to earnings to be presented in the same line item used to present the earnings effect of the hedged item when the hedged item affects earnings and allows the initial prospective quantitative assessment of hedge effectiveness to be performed at any time after hedge designation, but no later than the first quarterly effectiveness testing date. ASU 2017-12 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The amendments in this standard must be applied using the modified retrospective approach for cash flow and net investment hedge relationships existing on the date of adoption. We adopted ASU 2017-12 in the third quarter of 2017, and this adoption had no impact upon adoption as we had no hedging activities in the prior periods presented.
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- Per Share Data
Basic earnings per share are computed using net income attributable to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share reflect common shares issuable from the assumed conversion of common share options and share awards granted and units convertible into common shares. Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. Our unvested share-based awards are considered participating securities and are reflected in the calculation of basic and diluted earnings per share using the two-class method. The number of common share equivalent securities excluded from the diluted earnings per share calculation was approximately 1.5 million, 2.4 million, and 2.6 million for the years ended December 31, 2017, 2016, and 2015, respectively. These securities, which include common share options and share awards granted and units convertible into common shares, were excluded from the diluted earnings per share calculation as they are anti-dilutive.
The following table presents information necessary to calculate basic and diluted earnings per share for the periods indicated:
| Year Ended December 31, | ||||||||||||
| (in thousands, except per share amounts) | 2017 | 2016 | 2015 | |||||||||
| Earnings per common share calculation – basic | ||||||||||||
| Income from continuing operations attributable to common shareholders | $ | 196,422 | $ | 436,981 | $ | 229,565 | ||||||
| Amount allocated to participating securities | (660 | ) | (6,304 | ) | (2,052 | ) | ||||||
| Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities | $ | 195,762 | $ | 430,677 | $ | 227,513 | ||||||
| Discontinued operations, including gain on sale, attributable to common shareholders | — | 382,842 | 19,750 | |||||||||
| Net income attributable to common shareholders – basic | $ | 195,762 | $ | 813,519 | $ | 247,263 | ||||||
| Earnings per common share from continuing operations | $ | 2.14 | $ | 4.81 | $ | 2.55 | ||||||
| Earnings per common share from discontinued operations | — | 4.27 | 0.22 | |||||||||
| Total earnings per common share – basic | $ | 2.14 | $ | 9.08 | $ | 2.77 | ||||||
| Weighted average number of common shares outstanding – basic | 91,499 | 89,580 | 89,120 |
| Earnings per common share calculation – diluted | ||||||||||||
| Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities | $ | 195,762 | $ | 430,677 | $ | 227,513 | ||||||
| Income allocated to common units from continuing operations | 1,174 | — | — | |||||||||
| Income from continuing operations attributable to common shareholders, as adjusted | $ | 196,936 | $ | 430,677 | $ | 227,513 | ||||||
| Discontinued operations, including gain on sale, attributable to common shareholders | — | 382,842 | 19,750 | |||||||||
| Net income attributable to common shareholders – diluted | $ | 196,936 | $ | 813,519 | $ | 247,263 | ||||||
| Earnings per common share from continuing operations | $ | 2.13 | $ | 4.79 | $ | 2.54 | ||||||
| Earnings per common share from discontinued operations | — | 4.26 | 0.22 | |||||||||
| Total earnings per common share – diluted | $ | 2.13 | $ | 9.05 | $ | 2.76 | ||||||
| Weighted average number of common shares outstanding – basic | 91,499 | 89,580 | 89,120 | |||||||||
| Incremental shares issuable from assumed conversion of: | ||||||||||||
| Common share options and share awards granted | 211 | 323 | 370 | |||||||||
| Common units | 805 | — | — | |||||||||
| Weighted average number of common shares outstanding – diluted | 92,515 | 89,903 | 89,490 |
- Common Shares
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In May 2017, we created an at-the market ("ATM") share offering program through which we can, but have no obligation to, sell common shares having an aggregate offering price of up to $315.3 million (the "2017 ATM program"), in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. The proceeds from the sale of our common shares under the 2017 ATM program are intended to be used for general corporate purposes, which may include reducing future borrowings under our $600 million unsecured line of credit, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions.
The following table presents activity under the 2017 ATM program for the year ended December 31, 2017:
| (in thousands, except per share amounts) | Year Ended December 31, 2017 | ||
| Total net consideration | $ | 2,513.6 | |
| Common shares sold | 28.1 | ||
| Average price per share | $ | 90.44 |
As of the date of this filing, we had common shares having an aggregate offering price of up to $312.8 million remaining available for sale under the 2017 ATM program. No additional shares were sold under the 2017 ATM program subsequent to December 31, 2017 through the date of this filing.
In November 2014, we created an ATM share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering price of up to $331.3 million (the "2014 ATM program"). Concurrently with the creation of the 2017 ATM program in May 2017 discussed above, we terminated the 2014 ATM program and rolled the $315.3 million remaining available for sale under the 2014 ATM program into the 2017 ATM program. Upon termination, no further common shares were available for sale under the 2014 ATM program.
We have a repurchase plan approved by our Board of Trust Managers which allows for the repurchase of up to $500 million of our common equity securities through open market purchases, block purchases, and privately negotiated transactions. As of the date of this filing, the remaining dollar value of our common equity securities authorized to be repurchased under the program was approximately $269.8 million. There were no repurchases for the years ended December 31, 2017, 2016, or 2015 under this program.
We currently have an automatic shelf registration statement which allows us to offer, from time to time, common shares, preferred shares, debt securities, or warrants. Our Amended and Restated Declaration of Trust provides we may issue up to 185 million shares of beneficial interest, consisting of 175 million common shares and 10 million preferred shares. At December 31, 2017, we had approximately 92.7 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and no preferred shares outstanding. In September 2017, we issued approximately 4.8 million common shares in a public equity offering and received approximately $442.5 million in net proceeds. We intend to use the net proceeds for general corporate purposes, which may include financing for acquisitions and funding for development activities, reducing borrowings under our $600 million unsecured line of credit, the repayment of indebtedness, and the redemption or other repurchase of outstanding debt or equity securities.
In addition to our 2016 quarterly dividends, our Board of Trust Managers declared a special dividend of $4.25 per common share to our common shareholders of record as of September 23, 2016, consisting of gains on dispositions of assets completed in 2016, which was paid on September 30, 2016. We also paid equivalent amounts per unit to holders of the common operating partnership units.
- Operating Partnerships
At December 31, 2017, approximately 4% of our consolidated multifamily apartment homes were held in Camden Operating, L.P. (“Camden Operating” or the “operating partnership”). Camden Operating has 11.9 million outstanding common limited partnership units and as of December 31, 2017, we held 92% of the outstanding common limited partnership units and the sole 1% general partnership interest of the operating partnership. The remaining common limited partnership units, comprising approximately 0.8 million units, are primarily held by former officers, directors, and investors of Paragon Group, Inc., which we acquired in 1997. Each common limited partnership unit is redeemable for one common share of Camden Property Trust or cash at our election. Holders of common limited partnership units are not entitled to rights as shareholders prior to redemption of their common limited partnership units. No member of our management owns Camden Operating common limited partnership units.
F-16
At December 31, 2017, approximately 34% of our consolidated multifamily apartment homes were held in Camden Summit Partnership, L.P. (the “Camden Summit Partnership”). Camden Summit Partnership has 22.8 million outstanding common limited partnership units and as of December 31, 2017, we held 94% of the outstanding common limited partnership units and the sole 1% general partnership interest of Camden Summit Partnership. The remaining common limited partnership units, comprising approximately 1.1 million units, are primarily held by former officers, directors, and investors of Summit Properties Inc., which we acquired in 2005. Each common limited partnership unit is redeemable for one common share of Camden Property Trust or cash at our election and holders of common limited partnership units are not entitled to rights as shareholders prior to redemption of their common limited partnership units. No member of our management owns Camden Summit Partnership common limited partnership units, and two of our ten trust managers own Camden Summit Partnership common limited partnership units.
- Income Taxes
We have maintained and intend to maintain our election as a REIT under the Internal Revenue Code of 1986, as amended. In order for us to continue to qualify as a REIT we must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90% of our adjusted taxable income. As a REIT, we generally will not be subject to federal income tax on our taxable income at the corporate level to the extent such income is distributed to our shareholders annually. If our taxable income exceeds our dividends in a tax year, REIT tax rules allow us to designate dividends from the subsequent tax year in order to avoid current taxation on undistributed income. If we fail to qualify as a REIT in any taxable year, we will be subject to federal and state income taxes at regular corporate rates, including for taxable years ended before January 1, 2018 any applicable alternative minimum tax. In addition, we may not be able to requalify as a REIT for the four subsequent taxable years. Historically, we have incurred only state and local income, franchise, and excise taxes. Taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to applicable federal, state, and local income taxes. Our operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level.
We have recorded income, franchise, and excise taxes in the consolidated statements of income and comprehensive income for the years ended December 31, 2017, 2016 and 2015 as income tax expense. Income taxes for the years ended December 31, 2017, 2016 and 2015, primarily related to state income tax and federal taxes on certain of our taxable REIT subsidiaries. We have no significant temporary or permanent differences or tax credits associated with our taxable REIT subsidiaries.
For income tax purposes, distributions to common shareholders are characterized as ordinary income, capital gains or as a return of a shareholder's invested capital. A summary of the income tax characterization of our distributions paid per common share for the years ended December 31, 2017, 2016 and 2015 is set forth in the following table:
| Year Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| Common Share Distributions | ||||||||||||
| Ordinary income | $ | 2.38 | $ | — | $ | 1.88 | ||||||
| Long-term capital gain | 0.41 | 5.02 | 0.70 | |||||||||
| Unrecaptured Sec. 1250 gain | 0.21 | 2.23 | 0.22 | |||||||||
| Total | $ | 3.00 | $ | 7.25 | $ | 2.80 |
We have taxable REIT subsidiaries which are subject to federal and state income taxes. At December 31, 2017, our taxable REIT subsidiaries had immaterial net operating loss carryforwards (“NOL’s”) which expire in years 2034 to 2037. Because NOL’s are subject to certain change of ownership, continuity of business, and separate return year limitations, and because we believe it is unlikely the available NOL’s will be utilized or if utilized, any amounts will be immaterial, no benefits related to these NOL’s have been recognized in our consolidated financial statements.
The carrying value of net assets reported in our consolidated financial statements at December 31, 2017 exceeded the tax basis by approximately $1.3 billion.
Income Tax Expense. For the tax year ended December 31, 2017, we had income tax expense of approximately $1.2 million, and $1.6 million and $1.9 million for the tax years ended December 31, 2016 and 2015, respectively. The income tax expense for the year ended December 31, 2017 also included a tax benefit which related to a state income tax refund received of approximately $0.5 million. Income tax for the years ended December 31, 2017, 2016, and 2015 was comprised mainly of state income tax and federal income tax related to one of our taxable REIT subsidiaries.
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Income Tax Expense – Deferred. For the years ended December 31, 2017, 2016, and 2015, our deferred tax expense was not significant.
Camden Property Trust's and our subsidiaries’ income tax returns are subject to examination by federal, state and local tax jurisdictions for years 2014 through 2016. NOL's and other tax attributes generated in years prior to 2014 are also subject to challenge in any examination of those tax years. We believe we have no uncertain tax positions or unrecognized tax benefits requiring disclosure as of and for the periods presented.
Tax reform. The 2017 Tax Act was passed on December 22, 2017 which includes a number of changes to the corporate income tax system, including but not limited to a reduction in the statutory federal corporate income tax rate from 35% to 21% for non-REIT “C” corporations, changes to deductions for certain pass-through business income, and possible limitations on interest expense, depreciation and the deductibility of executive compensation. As a REIT, we generally will not be subject to federal income tax on our taxable income at the corporate level and do not believe any of the changes from the 2017 Tax Act will have a material impact on our consolidated financial statements.
- Acquisitions, Dispositions, and Discontinued Operations
Asset Acquisition of Operating Property. In June 2017, we purchased one operating property, Camden Buckhead Square, comprised of 250 apartment homes, located in Atlanta, Georgia, for approximately $58.3 million. In January 2018, we acquired one operating property comprised of 358 apartment homes located in St. Petersburg, Florida, for approximately $126.9 million. In February 2018, we acquired one operating property comprised of 333 apartment homes located in Orlando, Florida, for approximately $81.4 million.
Acquisitions of Land. In April 2017, we acquired approximately 8.2 acres of land in San Diego, California for approximately $20.0 million. During the year ended December 31, 2016, we acquired an aggregate of approximately 4.6 acres of land located in Denver, Colorado and Charlotte, North Carolina for approximately $19.9 million.
Acquisition of Non-controlling Ownership Interest. We did not acquire any additional non-controlling ownership interest in 2017 or 2016. In March 2015, we purchased the remaining 0.01% non-controlling interest in two fully consolidated joint ventures, which own an aggregate of 798 apartment homes located in College Park, Maryland and Irvine, California, for approximately $9.5 million. The acquisitions of the remaining ownership interests were recorded as equity transactions and, as a result, the carrying balances of the non-controlling interest were eliminated and the remaining difference between the purchase price and carrying balance was recorded as a reduction in additional paid-in capital. See Note 15, "Non-controlling Interests," for the effect of changes in ownership interests of these former joint ventures on the equity attributable to common shareholders.
Land Holding Dispositions. During the year ended December 31, 2017, we did not sell any land. During the year ended December 31, 2016, we sold approximately 6.3 acres of land adjacent to an operating property in Tampa, Florida for approximately $2.2 million and recognized a gain of approximately $0.4 million. During the year ended December 31, 2015, we sold two land holdings adjacent to operating properties in Dallas and Houston, Texas for approximately $1.1 million and recognized a gain of approximately $0.3 million.
Sale of Operating Properties. In December 2017, we sold one operating property, comprised of 1,005 apartment homes, located in Corpus Christi, Texas for approximately $78.4 million and recognized a gain of approximately $43.2 million.
During the year ended December 31, 2016, we sold one dual-phased property and six other operating properties comprised of an aggregate of 3,184 apartment homes with an average age of 24 years, located in Landover and Frederick, Maryland; Fullerton, California; and Tampa, Altamonte Springs, and St. Petersburg, Florida for an aggregate of approximately $523.4 million, and recognized a gain of approximately $294.9 million. During the year ended December 31, 2015, we sold three operating properties, comprised of an aggregate of 1,376 apartment homes located in Brandon and Tampa, Florida and Austin, Texas for an aggregate of approximately $147.4 million and recognized a gain of approximately $104.0 million relating to these property sales.
Discontinued Operations. During the year ended December 31, 2017, we did not have any discontinued operations. During the years ended December 31, 2016 and 2015, we had discontinued operations related to the sale in April 2016 of 15 operating properties, comprised of an aggregate of 4,918 apartment homes, with an average age of 23 years, a retail center and approximately 19.6 acres of land, all located in Las Vegas, Nevada, to an unaffiliated third party for an aggregate of approximately $630.0 million and recognized a gain of approximately $375.2 million, net of closing costs. There were no additional discontinued operations during the year ended December 31, 2015.
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The following is a summary of income from discontinued operations for the years ended December 31, 2016 and 2015 relating to the 15 operating properties and the retail center sold in April 2016:
| Years Ended December 31, | |||||||
| (in thousands) | 2016 | 2015 | |||||
| Property revenues | $ | 19,184 | $ | 57,310 | |||
| Property expenses | (6,898 | ) | (20,716 | ) | |||
| $ | 12,286 | $ | 36,594 | ||||
| Property management expense | (242 | ) | (706 | ) | |||
| Depreciation and amortization | (4,327 | ) | (16,138 | ) | |||
| Income tax expense | (112 | ) | — | ||||
| Income from discontinued operations | $ | 7,605 | $ | 19,750 | |||
| Gain on sale of discontinued operations, net of tax | $ | 375,237 | $ | — |
- Investments in Joint Ventures
Our equity investments in unconsolidated joint ventures, which we account for utilizing the equity method of accounting, consisted of three discretionary investment funds (collectively, the "Funds") at December 31, 2017, 2016, and 2015, with our ownership interest ranging from 20.0% to 31.3%. In March 2015, we completed the formation of a third fund with an unaffiliated third party for additional multifamily investments of up to $450.0 million. We have a 20.0% ownership interest in this third fund, and it did not own any properties in 2017, 2016, or 2015. We provide property and asset management and other services to the Funds which own operating properties and we may also provide construction and development services to the Funds which own properties under development. The following table summarizes the combined balance sheet and statement of income data for the Funds as of and for the periods presented:
| (in millions) | 2017 | 2016 | |||||
| Total assets | $ | 715.9 | $ | 726.9 | |||
| Total third-party debt | 514.5 | 518.7 | |||||
| Total equity | 174.5 | 184.0 |
| 2017 | 2016 | 2015 | |||||||||
| Total revenues | $ | 121.9 | $ | 119.8 | $ | 114.5 | |||||
| Net income (1) | 13.5 | 14.8 | 12.0 | ||||||||
| Equity in income (2) (3) | 6.8 | 7.1 | 6.2 |
| (1) | Net income for the year ended December 31, 2017 includes approximately $1.3 million of property expense relating to Hurricanes Harvey and Irma in August and September 2017. |
| (2) | Equity in income excludes our ownership interest of fee income from various services provided by us to the Funds. |
| (3) | Equity in income for the year ended December 31, 2017 includes our ownership interest of the hurricane related expenses of approximately $0.4 million. |
The Funds in which we have a partial interest have been funded in part with secured third-party debt. As of December 31, 2017, we had no outstanding guarantees related to debt of the Funds.
We may earn fees for property and asset management, construction, development, and other services related to joint ventures in which we own an equity interest and may earn a promoted equity interest if certain thresholds are met. We eliminate fee income for services provided to these joint ventures to the extent of our ownership. Fees earned for these services, net of eliminations, were approximately $5.8 million, $5.3 million, and $5.8 million for the years ended December 31, 2017, 2016, and 2015, respectively.
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- Notes Payable
The following is a summary of our indebtedness:
| December 31, | ||||||||
| (in millions) | 2017 | 2016 | ||||||
| Senior unsecured notes (1) | ||||||||
| 5.83% Notes, due 2017 | $ | — | $ | 246.6 | ||||
| 4.78% Notes, due 2021 | 248.7 | 248.4 | ||||||
| 3.15% Notes, due 2022 | 346.6 | 346.0 | ||||||
| 5.07% Notes, due 2023 | 247.6 | 247.2 | ||||||
| 4.36% Notes, due 2024 | 248.5 | 248.2 | ||||||
| 3.68% Notes, due 2024 | 247.2 | 246.8 | ||||||
| $ | 1,338.6 | $ | 1,583.2 | |||||
| Secured notes (1) | ||||||||
| 1.92% – 5.77% Conventional Mortgage Notes, due 2018 – 2045 | 866.0 | 866.7 | ||||||
| Tax-exempt Mortgage Note | — | 30.7 | ||||||
| 866.0 | 897.4 | |||||||
| Total notes payable | $ | 2,204.6 | $ | 2,480.6 | ||||
| Other floating rate debt included in secured notes (1.92%) | $ | 175.0 | $ | 175.0 | ||||
| Value of real estate assets, at cost, subject to secured notes | $ | 1,534.9 | $ | 1,598.9 |
| (1) | Unamortized debt discounts and debt issuance costs of $12.3 million and $15.7 million are included in senior unsecured and secured notes payable as of December 31, 2017 and 2016, respectively. |
In August 2015, we amended and restated our $500 million unsecured credit facility, which extended the maturity date from September 2015 to August 2019, with two six-month options to extend the maturity date at our election to August 2020, and increased the availability to $600 million, with the option to further increase it to $900 million by either adding additional banks to the facility or obtaining the agreement of the existing banks to increase their commitments. The interest rate on this credit facility is based upon the London Interbank Offered Rate ("LIBOR") plus a margin which is subject to change as our credit ratings change. Advances under this credit facility may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of 180 days or less and may not exceed the lesser of $300 million or the remaining amount available under the credit facility. This credit facility is subject to customary financial covenants and limitations. We believe we are in compliance with all such financial covenants and limitations on the date of this filing.
Our credit facility provides us with the ability to issue up to $50 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our credit facility, it does reduce the amount available. At December 31, 2017, we had no balances outstanding on our $600 million credit facility and we had outstanding letters of credit totaling approximately $13.4 million, leaving approximately $586.6 million available under our credit facility.
In May 2017, we used cash and borrowings from our existing unsecured credit facility to repay the principal amount of our 5.83% senior unsecured note payable, which was scheduled to mature on May 15, 2017, for a total of $246.8 million, plus accrued interest. Also, in May 2017, we entered into a $45.0 million unsecured short-term borrowing facility which matures in May 2018. The interest rate is based on LIBOR plus 0.95%. At December 31, 2017, we had no balances outstanding on this unsecured short-term borrowing facility, leaving $45.0 million available under this facility.
In February 2017, we used available cash on-hand to repay our tax-exempt secured note payable of approximately $30.7 million, which was scheduled to mature in 2028. As a result of the early repayment, we expensed approximately $0.3 million of unamortized loan costs, which are reflected in the loss on early retirement of debt in our consolidated statements of income and comprehensive income.
At December 31, 2017 and 2016, we had outstanding floating rate debt of approximately $175.0 million and $205.7 million, respectively. The weighted average interest rate on this debt was approximately 1.9% and 1.4% for the years ended December 31, 2017 and 2016, respectively.
F-20
Our indebtedness had a weighted average maturity of 4.3 years at December 31, 2017. The table below is a summary of the maturity dates of our outstanding debt and principal amortizations, and the weighted average interest rates on such debt, at December 31, 2017:
| (in millions) (1) | Amount | Weighted Average Interest Rate | |||||
| 2018 | $ | 173.7 | 1.9 | % | |||
| 2019 | 643.0 | 5.4 | |||||
| 2020 (2) | (1.2 | ) | — | ||||
| 2021 | 249.1 | 4.8 | |||||
| 2022 | 349.3 | 3.2 | |||||
| Thereafter | 790.7 | 4.4 | |||||
| Total | $ | 2,204.6 | 4.3 | % |
| (1) | Includes all available extension options. |
| (2) | Includes amortization of debt discounts and debt issuance costs, net of scheduled principal payments. |
- Derivative Financial Instruments and Hedging Activities
Risk Management Objective of Using Derivatives. We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we may enter into derivative financial instruments to manage exposures arising from business activities resulting in differences in the amount, timing, and duration of our known or expected cash payments principally related to our borrowings. See Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements" for a further discussion of derivative financial instruments.
Cash Flow Hedges of Interest Rate Risk. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps and caps as part of our interest rate risk management strategy. Interest rate swaps involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium.
Designated Hedges. Effective with our adoption of ASU 2017-12, the gain or loss on the derivatives designated and qualifying as cash flow hedges is reported as a component of other comprehensive income or loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings and presented in the same line item as the earnings effect of the hedged item. At December 31, 2017, we had a total of three designated hedges outstanding with a total notional value of $200.0 million. In August 2017, we entered into a forward interest rate swap agreement with a notional amount of $100.0 million that becomes effective October 31, 2018 to hedge a portion of an anticipated future fixed rate debt issuance. In November 2017, we entered into two forward interest swap agreements with a notional amount of $50.0 million each and both become effective October 31, 2018 to hedge a portion of anticipated future fixed rate debt issuances. As of December 31, 2017, the amount expected to be reclassified into earnings in the next 12 months as a decrease to interest expense is immaterial. See Note 13, "Fair Value Measurements" for a further discussion of the fair value of our derivative financial instrument.
Non-Designated Hedges. Derivatives are not entered into for trading or speculative purposes and are used to manage our exposure to interest rate movements and other identified risks. Our non-designated hedges are either specifically non-designated by management or do not meet strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings in interest and other income. At December 31, 2017, we did not have any non-designated hedges outstanding. At December 31, 2016, we had one outstanding interest rate cap with a notional amount of $175.0 million which was not designated as a hedge of interest rate risk. The fair value changes for this derivative was not material.
The table below presents the fair value of our derivative financial instruments as well as their classification in the consolidated balance sheets at December 31, 2017:
F-21
| Asset Derivatives | Liability Derivatives | ||||||||||
| (in millions) | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | |||||||
| Derivatives designated as hedging instruments | |||||||||||
| Interest Rate Swaps | Other Assets | $ | 2.2 | Other Liabilities | $ | 0.5 |
The table below presents the effect of our derivative financial instruments in the consolidated statements of income (loss) and comprehensive income for the year ended December 31, 2017:
| Derivatives in Cash Flow Hedging Relationships | Unrealized Gain Recognized in Other Comprehensive Income (“OCI”) on Derivatives | Location of Gain Reclassified from Accumulated OCI into Income | Amount of Gain Reclassified from Accumulated OCI into Income | |||||
| 2017 | 2017 | |||||||
| Interest Rate Swaps | $ | 1.7 | Interest expense | N/A |
Credit-Risk-Related Contingent Features. Derivative financial investments expose us to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company has agreements with derivative counterparties that contain provisions where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness. As of December 31, 2017, the fair value of derivatives in a net liability position, which excludes any adjustment for nonperformance risk, related to these agreements was approximately $0.5 million.
- Share-based Compensation and Benefit Plans
Incentive Compensation. During the second quarter of 2011, our Board of Trust Managers adopted, and our shareholders approved, the 2011 Share Incentive Plan of Camden Property Trust (as amended, the “2011 Share Plan”). Under the 2011 Share Plan, we may issue up to a total of approximately 9.1 million fungible units (the “Fungible Pool Limit”), which is comprised of approximately 5.8 million new fungible units plus approximately 3.3 million fungible units previously available for issuance under our 2002 share incentive plan based on a 3.45 to 1.0 fungible unit to full value award conversion ratio. Fungible units represent the baseline for the number of shares available for issuance under the 2011 Share Plan. Different types of awards are counted differently against the Fungible Pool Limit, as follows:
| • | Each share issued or to be issued in connection with an award, other than an option, right or other award which does not deliver the full value at grant of the underlying shares, will be counted against the Fungible Pool Limit as 3.45 fungible pool units; |
| • | Options and other awards which do not deliver the full value at grant of the underlying shares and which expire more than five years from date of grant will be counted against the Fungible Pool Limit as one fungible pool unit; and |
| • | Options, rights and other awards which do not deliver the full value at grant and expire five years or less from the date of grant will be counted against the Fungible Pool Limit as 0.83 of a fungible pool unit. |
At December 31, 2017, approximately 2.9 million fungible units were available under the 2011 Share Plan, which results in approximately 0.8 million common shares which may be granted pursuant to full value awards based on the 3.45 to 1.0 fungible unit to full value award conversion ratio.
Awards which may be granted under the 2011 Share Plan include incentive share options, non-qualified share options (which may be granted separately or in connection with an option), share awards, dividends and dividend equivalents and other equity based awards. Persons eligible to receive awards under the 2011 Share Plan are trust managers, directors of our affiliates, executive and other officers, key employees and consultants, as determined by the Compensation Committee of our Board of Trust Managers. The 2011 Share Plan will expire on May 11, 2021.
Options. New options are exercisable, subject to the terms and conditions of the plan, in increments ranging from 20% to 33.33% per year on each of the anniversaries of the date of grant. The plan provides that the exercise price of an option will be determined by the Compensation Committee of the Board of Trust Managers on the day of grant, and to date all options have been granted at an exercise price that equals the fair market value on the date of grant. Approximately 0.1 million, 0.2 million and 0.1 million options were exercised during the years ended December 31, 2017, 2016, and 2015, respectively. The total
F-22
intrinsic value of options exercised was approximately $2.2 million, $8.9 million, and $2.0 million during the years ended December 31, 2017, 2016 and 2015, respectively. At December 31, 2017, there was no unrecognized compensation cost related to unvested options. At December 31, 2017, all options outstanding were exercisable and had a weighted average remaining life of approximately 1.1 years.
The following table summarizes outstanding share options, all of which were exercisable, at December 31, 2017:
| Options Outstanding and Exercisable (1) | |||||||
| Exercise Prices | Number | Weighted Average Price | |||||
| $30.06 | 26,114 | $ | 30.06 | ||||
| $75.17 | 15,388 | 75.17 | |||||
| $80.89 - $85.05 | 27,476 | 82.84 | |||||
| Total options | 68,978 | $ | 61.15 |
| (1) | The aggregate intrinsic value of options outstanding and exercisable at December 31, 2017 was approximately $2.1 million. The aggregate intrinsic value was calculated as the excess, if any, between our closing share price of $92.06 per share on December 31, 2017 and the strike price of the underlying award. |
Options Granted and Valuation Assumptions. During the years ended December 31, 2017, 2016, and 2015, we granted approximately 15 thousand, 13 thousand and 27 thousand reload options, respectively. Reload options are granted for the number of shares tendered as payment for the exercise price upon the exercise of an option with a reload provision. The reload options granted have an exercise price equal to the fair market value of a common share on the date of grant and expire on the same date as the original options which were exercised. The reload options granted during the years ended December 31, 2017, 2016 and 2015 vested immediately. Approximately $0.1 million was expensed in both 2017 and 2016, and approximately $0.2 million was expensed in 2015 on the reload date. We estimate the fair values of each option award including reloads on the date of grant using the Black-Scholes option pricing model. The following assumptions were used for the reload options granted during the years ended December 31, 2017, 2016 and 2015:
| Year Ended December 31, 2017 | Year Ended December 31, 2016 | Year Ended December 31, 2015 | ||||
| Weighted average fair value of options granted | $5.25 | $6.71 | $5.52 - $7.38 | |||
| Expected volatility | 18.9% | 18% | 16.5% - 18.8% | |||
| Risk-free interest rate | 1.3% | 0.9% | 1.0% - 1.3% | |||
| Expected dividend yield | 5.5% | 3.8% | 3.5% - 3.7% | |||
| Expected life | 2 years | 3 years | 3 years - 4 years |
Our computations of expected volatility for 2017, 2016, and 2015 are based on the historical volatility of our common shares over a time period equal to the expected life of the option and ending on the grant date, and the interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield on our common shares is based on the historical dividend yield over the expected term of the options granted. Our computation of expected life is based upon historical experience of similar awards, giving consideration to the contractual terms of the share-based awards.
Share Awards and Vesting. Share awards for employees generally have a vesting period of three to five years. The compensation cost for share awards is generally based on the market value of the shares on the date of grant and is amortized over the vesting period. In the event the holder of the share awards will reach both the retirement eligibility age of 65 years and the service requirements as defined in the 2011 Share Plan before the term in which the awards are scheduled to vest, the value of the share awards is amortized from the date of grant to the individual's retirement eligibility date. Effective with our adoption of ASU 2016-09 on January 1, 2017, we utilize actual forfeitures rather than estimating forfeitures at the time share-based awards were granted. See Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements," for a further discussion of the adoption and impact of ASU 2016-09 on our consolidated financial statements. At December 31, 2017, the unamortized value of previously issued unvested share awards was approximately $19.9 million which is expected to be amortized over the next two years. The total fair value of shares vested during the years ended December 31, 2017, 2016 and 2015 was approximately $23.1 million, $27.2 million, and $19.2 million, respectively.
Total compensation cost for option and share awards charged against income was approximately $18.8 million, $21.3 million, and $18.6 million for 2017, 2016 and 2015, respectively. Total capitalized compensation cost for option and share
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awards was approximately $3.8 million each of the years ended December 31, 2017 and 2016, and was $3.5 million for the year ended December 31, 2015.
The following table summarizes activity under our share incentive plans for the three years ended December 31:
| Options Outstanding | Weighted Average Exercise / Grant Price | Nonvested Share Awards Outstanding | Weighted Average Exercise / Grant Price | ||||||||||
| Options and nonvested share awards outstanding at December 31, 2014 | 321,811 | $ | 38.97 | 818,943 | $ | 63.39 | |||||||
| Granted | 26,752 | 75.17 | 257,749 | 74.53 | |||||||||
| Exercised/Vested | (53,358 | ) | 37.69 | (313,628 | ) | 61.10 | |||||||
| Forfeited | — | — | (12,818 | ) | 67.96 | ||||||||
| Balance at December 31, 2015 | 295,205 | $ | 42.49 | 750,246 | $ | 68.09 | |||||||
| Granted | 12,854 | 85.05 | 270,978 | 74.92 | |||||||||
| Exercised/Vested | (202,993 | ) | 42.19 | (398,492 | ) | 68.16 | |||||||
| Forfeited | — | — | (18,245 | ) | 70.63 | ||||||||
| Balance at December 31, 2016 | 105,066 | $ | 48.27 | 604,487 | $ | 71.03 | |||||||
| Granted | 14,622 | 80.89 | 226,514 | 83.41 | |||||||||
| Exercised/Vested | (50,710 | ) | 40.17 | (319,823 | ) | 72.26 | |||||||
| Forfeited | — | — | (11,280 | ) | 75.37 | ||||||||
| Total options and nonvested share awards outstanding at December 31, 2017 | 68,978 | $ | 61.15 | 499,898 | $ | 75.80 |
Employee Share Purchase Plan (“ESPP”). We have established an ESPP for all active employees and officers who have completed one year of continuous service. Participants may elect to purchase our common shares through payroll deductions and/or through semi-annual contributions. At the end of each six-month offering period, each participant’s account balance is applied to acquire common shares at 85% of the market value, as defined, on the first or last day of the offering period, whichever price is lower. We currently use treasury shares to satisfy ESPP share requirements. Each participant must hold the shares purchased for nine months in order to receive the discount, and a participant may not purchase more than $25,000 in value of shares during any plan year, as defined. The following table presents information related to our ESPP:
| 2017 | 2016 | 2015 | |||||||||
| Shares purchased | 18,986 | 20,797 | 14,655 | ||||||||
| Weighted average fair value of shares purchased | $ | 89.89 | $ | 82.33 | $ | 74.66 | |||||
| Expense recorded (in millions) | $ | 0.3 | $ | 0.4 | $ | 0.2 |
Rabbi Trust. We established a rabbi trust for a select group of participants in which share awards granted under the share incentive plan and salary and other cash amounts earned may be deposited. The rabbi trust is only in use for deferrals made prior to 2005, including bonuses related to service in 2004 but paid in 2005. The rabbi trust is an irrevocable trust and no portion of the trust fund may be used for any purpose other than the delivery of those assets to the participants. The assets held in the rabbi trust are subject to the claims of our general creditors in the event of bankruptcy or insolvency.
The value of the assets of the rabbi trust is consolidated into our financial statements. Granted share awards held by the rabbi trust are classified in equity in a manner similar to the manner in which treasury stock is accounted. Subsequent changes in the fair value of the shares are not recognized. The deferred compensation obligation is classified as an equity instrument and changes in the fair value of the amount owed to the participant are not recognized. At December 31, 2017 and 2016, approximately 1.7 million and 1.8 million share awards were held in the rabbi trust, respectively. Additionally, as of December 31, 2017 and 2016, the rabbi trust held trading securities totaling approximately $26.7 million and $34.5 million, respectively, which represents cash deferrals made by plan participants. Market value fluctuations on these trading securities are recognized in income in accordance with GAAP and the liability due to participants is adjusted accordingly.
At December 31, 2017 and 2016, approximately $22.3 million and $22.7 million, respectively, was required to be paid to us by plan participants upon the withdrawal of any assets from the rabbi trust, and is included in “Accounts receivable-affiliates” in our consolidated financial statements.
Non-Qualified Deferred Compensation Share Awards. In 2004, we established a Non-Qualified Deferred Compensation Plan which is an unfunded arrangement established and maintained primarily for the benefit of a select group of
F-24
participants. Eligible participants commence participation in this plan on the date the deferral election first becomes effective. We credit to the participant's account an amount equal to the amount designated as the participant's deferral for the plan year as indicated in the participant's deferral election(s). Any modification to or termination of the plan will not reduce a participant's right to any vested amounts already credited to his or her account. Approximately 1.0 million and 1.1 million share awards were held in the plan at December 31, 2017 and 2016, respectively. Additionally, as of December 31, 2017 and 2016, the plan held trading securities totaling approximately $93.6 million and $59.5 million, respectively, which represents cash deferrals made by plan participants and diversification of share awards within the plan to trading securities. Market value fluctuations on these trading securities are recognized in income in accordance with GAAP and the liability due to participants is adjusted accordingly. The assets held in the Non-Qualified Deferred Compensation Plan are subject to the claims of our general creditors in the event of bankruptcy or insolvency.
The plan, as amended, permits diversification of fully vested share awards into other equity securities subject to a six month holding period. Balances within temporary equity in our consolidated balance sheets relate to fully vested awards and the proportionate share of nonvested awards of participants within our Non-Qualified Deferred Compensation Plan who are permitted to diversify their shares into other equity securities.
The following table summarizes the eligible share award activity for the twelve months ended December 31:
| (in thousands) | 2017 | 2016 | ||||||
| Temporary equity: | ||||||||
| Balance at inception/beginning of period | $ | 77,037 | $ | 79,364 | ||||
| Change in classification | 13,388 | 13,956 | ||||||
| Change in redemption value | 10,038 | 9,145 | ||||||
| Diversification of share awards (261 and 297 shares during December 31, 2017 and 2016, respectively) | (23,233 | ) | (25,428 | ) | ||||
| Balance at December 31 | $ | 77,230 | $ | 77,037 |
401(k) Savings Plan. We have a 401(k) savings plan, which is a voluntary defined contribution plan. Under the savings plan, every employee is eligible to participate, beginning on the date the employee has completed six months of continuous service with us. Each participant may make contributions to the savings plan by means of a pre-tax salary deferral, which may not be less than 1% or more than 60% of the participant’s compensation, subject to limitations. The federal tax code limits the annual amount of salary deferrals which may be made by any participant. We may make matching contributions on the participant’s behalf up to a predetermined limit. The matching contribution made for each of the years ended December 31, 2017 and 2016 was approximately $2.7 million, and was $2.6 million for the year ended December 31, 2015. A participant’s salary deferral contribution is 100% vested and nonforfeitable. A participant will become vested in our matching contributions 33% after one year of service, 67% after two years of service and 100% after three years of service. Administrative expenses under the savings plan were paid by us and were not significant for all periods presented.
F-25
- Fair Value Measurements
Recurring Fair Value Disclosures. The following table presents information about our financial instruments measured at fair value on a recurring basis as of December 31, 2017 and 2016 using the inputs and fair value hierarchy discussed in Note 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements”:
Financial Instruments Measured at Fair Value on a Recurring Basis
| December 31, 2017 | December 31, 2016 | ||||||||||||||||||||||||||||||
| (in millions) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||||||
| Other Assets | |||||||||||||||||||||||||||||||
| Deferred compensation plan investments (1) | $ | 120.3 | $ | — | $ | — | $ | 120.3 | $ | 80.6 | $ | — | $ | — | $ | 80.6 | |||||||||||||||
| Derivative financial instruments - forward interest rate swap | — | 2.2 | — | 2.2 | — | — | — | — | |||||||||||||||||||||||
| Other Liabilities | |||||||||||||||||||||||||||||||
| Derivative financial instruments - forward interest rate swaps | $ | — | $ | 0.5 | $ | — | $ | 0.5 | $ | — | $ | — | $ | — | $ | — |
| (1) | Approximately $4.2 million and $8.3 million of participant cash was withdrawn from our deferred compensation plan investments during the years ended December 31, 2017 and 2016, respectively. Approximately $23.2 million and $25.4 million of shares within the deferred compensation plan were diversified into other deferred compensation plan investments during the years ended December 31, 2017 and 2016, respectively. |
Nonrecurring Fair Value Disclosures. The nonrecurring fair value disclosures inputs under the fair value hierarchy are discussed in Note 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements.” We completed an asset acquisition, Camden Buckhead Square, in 2017. We recorded the real estate assets and identifiable below market and in-place leases at their relative fair values based upon methods similar to those used by independent appraisers of income producing properties. The fair value measurements associated with the valuation of this acquired asset represent Level 3 measurements within the fair value hierarchy. See Note 7, "Acquisitions, Dispositions, and Discontinued Operations" for a further discussion about this acquisition. There were no non-recurring fair value adjustments during the year ended December 31, 2016.
Financial Instrument Fair Value Disclosures. The following table presents the carrying and estimated fair values of our notes payable at December 31, 2017 and 2016, in accordance with the policies discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."
| December 31, 2017 | December 31, 2016 | ||||||||||||||
| (in millions) | Carrying Value | Estimated Fair Value | Carrying Value (1) | Estimated Fair Value | |||||||||||
| Fixed rate notes payable | $ | 2,029.6 | $ | 2,106.5 | $ | 2,274.9 | $ | 2,347.0 | |||||||
| Floating rate notes payable | 175.0 | 173.7 | 205.7 | 200.5 |
F-26
- Net Change in Operating Accounts
The effect of changes in the operating accounts and other on cash flows from operating activities is as follows:
| Year Ended December 31, | |||||||||||
| (in thousands) | 2017 | 2016 | 2015 | ||||||||
| Change in assets: | |||||||||||
| Other assets, net | $ | (6,724 | ) | $ | (3,551 | ) | $ | (1,687 | ) | ||
| Change in liabilities: | |||||||||||
| Accounts payable and accrued expenses | (2,300 | ) | (2,309 | ) | (15,478 | ) | |||||
| Accrued real estate taxes | 2,342 | 5,526 | 6,386 | ||||||||
| Other liabilities | (995 | ) | (2,361 | ) | 2,245 | ||||||
| Other | 2,831 | 2,976 | 2,773 | ||||||||
| Change in operating accounts and other | $ | (4,846 | ) | $ | 281 | $ | (5,761 | ) |
- Commitments and Contingencies
Construction Contracts. As of December 31, 2017, we estimate the additional cost to complete the seven consolidated projects currently under construction to be approximately $282.3 million. We expect to fund this amount through a combination of one or more of the following: cash and cash equivalents, cash flows generated from operations, draws on our unsecured credit facility or other short-term borrowing, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our 2017 ATM program, other unsecured borrowings or secured mortgages.
Litigation. We are also subject to various legal proceedings and claims which arise in the ordinary course of business. Matters which arise out of allegations of bodily injury, property damage, and employment practices are generally covered by insurance. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management believes the final outcome of such matters will not have a material adverse effect on our consolidated financial statements.
Other Commitments and Contingencies. In the ordinary course of our business, we issue letters of intent indicating a willingness to negotiate for acquisitions, dispositions, or joint ventures and also enter into arrangements contemplating various transactions. Such letters of intent and other arrangements are non-binding as to either party unless and until a definitive contract is entered into by the parties. Even if definitive contracts relating to the purchase or sale of real property are entered into, these contracts generally provide the purchaser with time to evaluate the property and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance definitive contracts will be entered into with respect to any matter covered by letters of intent or we will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real property are frequently extended as needed. An acquisition or sale of real property becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. We are then at risk under a real property acquisition contract, but generally only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a real property sales contract. At December 31, 2017, we had $5.2 million in refundable earnest money deposits for potential acquisitions of operating properties and land which are included in other assets, net in our consolidated balance sheet. Of this $5.2 million in refundable earnest money deposits, $5.0 million was related to acquisitions of operating properties in St. Petersburg and Orlando, Florida which were completed in January and February 2018.
Lease Commitments. At December 31, 2017, we had long-term leases covering certain land, office facilities and equipment. Rental expense totaled approximately $4.0 million, $4.1 million, and $3.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. Minimum annual rental commitments for the years ending December 31, 2018 through 2022 are approximately $2.9 million, $2.8 million, $2.8 million, $2.8 million and $2.6 million, respectively, and approximately $6.7 million in the aggregate thereafter.
Investments in Joint Ventures. We have entered into, and may continue in the future to enter into, joint ventures or partnerships (including limited liability companies) through which we own an indirect economic interest in less than 100% of the community or land owned directly by the joint venture or partnership. Our decision whether to hold the entire interest in an apartment community or land ourselves, or to have an indirect interest in the community or land through a joint venture or partnership, is based on a variety of factors and considerations, including: (i) our projection, in some circumstances, that we will achieve higher returns on our invested capital or reduce our risk if a joint venture or partnership vehicle is used; (ii) our desire to diversify our portfolio of investments by market; (iii) our desire at times to preserve our capital resources to maintain
F-27
liquidity or balance sheet strength; and (iv) the economic and tax terms required by a seller of land or of a community, who may prefer or who may require less payment if the land or community is contributed to a joint venture or partnership. Investments in joint ventures or partnerships are not limited to a specified percentage of our assets. Each joint venture or partnership agreement is individually negotiated, and our ability to operate or dispose of land or of a community in our sole discretion may be limited to varying degrees in our existing joint venture agreements and may be limited to varying degrees depending on the terms of future joint venture agreements.
Employment Agreements. At December 31, 2017, we had employment agreements with 13 of our senior officers, the terms of which expire at various times through August 20, 2018. Such agreements provide for minimum salary levels as well as various incentive compensation arrangements, which are payable based on the attainment of specific goals. The agreements also provide for severance payments plus a gross-up payment if certain situations occur, such as termination without cause or a change of control. In the case of 10 of the agreements, the severance payment equals one times the respective current annual base salary in the case of termination without cause and 2.99 times the respective average annual base salary over the previous three fiscal years in the case of a change of control and a termination of employment or a material adverse change in the scope of their duties. In the case of one agreement, the severance payment equals one times the respective current annual base salary for termination without cause and 2.99 times the greater of current gross income or average gross income over the previous three fiscal years in the case of a change of control. In the case of the other two agreements, the severance payment generally equals 2.99 times the respective average annual compensation over the previous three fiscal years in connection with, among other things, a termination without cause or a change of control, and the officer would be entitled to receive continuation and vesting of certain benefits in the case of such termination.
Hurricanes. In August 2017, Hurricane Harvey impacted certain multifamily communities within our Texas portfolio. In September 2017, Hurricane Irma impacted certain multifamily communities throughout the state of Florida, and in the Atlanta, Georgia and Charlotte, North Carolina areas. We incurred approximately $3.9 million of expenses at our wholly-owned multifamily communities impacted by these hurricanes which is recorded in property operating and maintenance expenses, with no insurance recoveries anticipated. We also incurred approximately $0.7 million in other storm-related expenses relating to these hurricanes, which are recorded in general and administrative expenses. Additionally, we recognized $0.4 million, representing our share of ownership interest of hurricane-related expenses incurred by the multifamily communities of the Fund which is recorded in equity in income of joint ventures.
- Non-controlling Interests
The following table summarizes the effect of changes in our ownership interest in subsidiaries on the equity attributable to common shareholders for each of the years ended December 31:
| (in thousands) | 2017 | 2016 | 2015 | ||||||||
| Net income attributable to common shareholders | $ | 196,422 | $ | 819,823 | $ | 249,315 | |||||
| Transfers from non-controlling interests: | |||||||||||
| Increase in equity for conversion of operating partnership units | 117 | 290 | 86 | ||||||||
| Decrease in additional paid-in-capital for purchase of remaining non-controlling ownership interests in two consolidated joint ventures (1) | — | — | (9,480 | ) | |||||||
| Change in common equity and net transfers from non-controlling interests | $ | 196,539 | $ | 820,113 | $ | 239,921 |
| (1) | See Note 7, "Acquisitions, Dispositions, and Discontinued Operations" for a further discussion of this acquisition of non-controlling ownership interest. |
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- Quarterly Financial Data (unaudited)
Summarized quarterly financial data for the years ended December 31, 2017 and 2016, is as follows:
| (in thousands, except per share amounts) | First | Second | Third | Fourth | Total (a) | ||||||||||||||
| 2017: | |||||||||||||||||||
| Revenues | $ | 219,521 | $ | 223,370 | $ | 228,178 | $ | 229,827 | $ | 900,896 | |||||||||
| Net income attributable to common shareholders | 34,861 | 39,188 | 34,384 | 87,989 | 196,422 | ||||||||||||||
| Net income attributable to common shareholders per share – basic | 0.39 | 0.43 | 0.38 | (b) | 0.92 | (c) | 2.14 | ||||||||||||
| Net income attributable to common shareholders per share – diluted | 0.39 | 0.43 | 0.38 | (b) | 0.91 | (c) | 2.13 | ||||||||||||
| 2016: | |||||||||||||||||||
| Revenues | $ | 217,595 | $ | 221,478 | $ | 220,235 | $ | 217,139 | $ | 876,447 | |||||||||
| Net income attributable to common shareholders | 41,730 | 446,302 | 290,898 | 40,893 | 819,823 | ||||||||||||||
| Net income attributable to common shareholders per share – basic | 0.46 | 4.94 | (d) | 3.23 | (e) | 0.45 | 9.08 | ||||||||||||
| Net income attributable to common shareholders per share – diluted | 0.46 | 4.92 | (d) | 3.21 | (e) | 0.45 | 9.05 |
| (a) | Net income per share is computed independently for each of the quarters presented. Therefore, the sum of quarterly net income per share amounts may not equal the total computed for the year. |
| (b) | Includes a $4,987, or $0.05 basic and diluted per share, impact related to expenses due to Hurricanes Harvey and Irma. |
| (c) | Includes a $43,231, or $0.46 basic and $0.45 diluted per share, impact related to a gain on sale of one operating property. |
| (d) | Includes a $32,235, or $0.36 basic and diluted per share, impact related to a gain on sale of one operating property. |
| (e) | Includes a $262,719, or $2.93 basic and $2.92 diluted per share, impact related to a gain on sale of one dual-phased operating property and five other operating properties. |
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| Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2017 (in thousands) | Schedule III | ||||||||||||||||||||||||||||||||||||
| Initial Cost | Total Cost | ||||||||||||||||||||||||||||||||||||
| Land | Building/ Construction in Progress & Improvements | Cost Subsequent to Acquisition/ Construction | Land | Building/ Construction in Progress & Improvements | Total | Accumulated Depreciation | Total Cost, Net of Accumulated Depreciation | Encumbrances | Year of Completion/ Acquisition | ||||||||||||||||||||||||||||
| Current communities: | |||||||||||||||||||||||||||||||||||||
| ARIZONA | |||||||||||||||||||||||||||||||||||||
| Phoenix/Scottsdale | |||||||||||||||||||||||||||||||||||||
| Camden Chandler | $ | 5,511 | $ | 62,418 | $ | 103 | $ | 5,511 | $ | 62,521 | $ | 68,032 | $ | 6,734 | $ | 61,298 | 2016 | ||||||||||||||||||||
| Camden Copper Square | 4,825 | 23,672 | 7,446 | 4,825 | 31,118 | 35,943 | 17,841 | 18,102 | 2000 | ||||||||||||||||||||||||||||
| Camden Foothills | 11,006 | 33,712 | 159 | 11,006 | 33,871 | 44,877 | 4,746 | 40,131 | 2014 | ||||||||||||||||||||||||||||
| Camden Hayden | 9,248 | 35,255 | 75 | 9,248 | 35,330 | 44,578 | 4,374 | 40,204 | 2015 | ||||||||||||||||||||||||||||
| Camden Legacy | 4,068 | 26,612 | 13,253 | 4,068 | 39,865 | 43,933 | 25,178 | 18,755 | 1998 | ||||||||||||||||||||||||||||
| Camden Montierra | 13,687 | 31,727 | 5,292 | 13,687 | 37,019 | 50,706 | 7,733 | 42,973 | 2012 | ||||||||||||||||||||||||||||
| Camden Pecos Ranch | 3,362 | 24,492 | 5,177 | 3,362 | 29,669 | 33,031 | 7,973 | 25,058 | 2012 | ||||||||||||||||||||||||||||
| Camden San Marcos | 11,520 | 35,166 | 5,765 | 11,520 | 40,931 | 52,451 | 8,788 | 43,663 | 2012 | ||||||||||||||||||||||||||||
| Camden San Paloma | 6,480 | 23,045 | 9,527 | 6,480 | 32,572 | 39,052 | 16,506 | 22,546 | 2002 | ||||||||||||||||||||||||||||
| Camden Sotelo | 3,376 | 30,576 | 1,131 | 3,376 | 31,707 | 35,083 | 5,219 | 29,864 | 2013 | ||||||||||||||||||||||||||||
| CALIFORNIA | |||||||||||||||||||||||||||||||||||||
| Los Angeles/Orange County | |||||||||||||||||||||||||||||||||||||
| Camden Crown Valley | 9,381 | 54,210 | 9,799 | 9,381 | 64,009 | 73,390 | 32,303 | 41,087 | 2001 | ||||||||||||||||||||||||||||
| Camden Glendale | 21,492 | 94,876 | 173 | 21,492 | 95,049 | 116,541 | 10,004 | 106,537 | 2015 | ||||||||||||||||||||||||||||
| Camden Harbor View | 16,079 | 127,459 | 20,030 | 16,079 | 147,489 | 163,568 | 60,756 | 102,812 | $ | 92,631 | 2003 | ||||||||||||||||||||||||||
| Camden Main and Jamboree | 17,363 | 75,387 | 1,777 | 17,363 | 77,164 | 94,527 | 18,534 | 75,993 | 46,723 | 2008 | |||||||||||||||||||||||||||
| Camden Martinique | 28,401 | 51,861 | 20,895 | 28,401 | 72,756 | 101,157 | 43,025 | 58,132 | 1998 | ||||||||||||||||||||||||||||
| Camden Sea Palms | 4,336 | 9,930 | 5,317 | 4,336 | 15,247 | 19,583 | 8,785 | 10,798 | 1998 | ||||||||||||||||||||||||||||
| The Camden | 18,286 | 118,350 | 75 | 18,286 | 118,425 | 136,711 | 8,198 | 128,513 | 2016 | ||||||||||||||||||||||||||||
| San Diego/Inland Empire | |||||||||||||||||||||||||||||||||||||
| Camden Landmark | 17,339 | 71,315 | 2,389 | 17,339 | 73,704 | 91,043 | 14,558 | 76,485 | 2012 | ||||||||||||||||||||||||||||
| Camden Old Creek | 20,360 | 71,777 | 5,252 | 20,360 | 77,029 | 97,389 | 25,821 | 71,568 | 2007 | ||||||||||||||||||||||||||||
| Camden Sierra at Otay Ranch | 10,585 | 49,781 | 5,567 | 10,585 | 55,348 | 65,933 | 25,344 | 40,589 | 2003 | ||||||||||||||||||||||||||||
| Camden Tuscany | 3,330 | 36,466 | 4,682 | 3,330 | 41,148 | 44,478 | 18,464 | 26,014 | 2003 | ||||||||||||||||||||||||||||
| Camden Vineyards | 4,367 | 28,494 | 4,109 | 4,367 | 32,603 | 36,970 | 15,482 | 21,488 | 2002 | ||||||||||||||||||||||||||||
| COLORADO | |||||||||||||||||||||||||||||||||||||
| Denver | |||||||||||||||||||||||||||||||||||||
| Camden Belleview Station | 8,091 | 44,003 | 2,813 | 8,091 | 46,816 | 54,907 | 8,695 | 46,212 | 2012 | ||||||||||||||||||||||||||||
| Camden Caley | 2,047 | 17,445 | 6,456 | 2,047 | 23,901 | 25,948 | 12,789 | 13,159 | 15,337 | 2000 | |||||||||||||||||||||||||||
| Camden Denver West | 6,396 | 51,552 | 10,070 | 6,396 | 61,622 | 68,018 | 10,828 | 57,190 | 2012 | ||||||||||||||||||||||||||||
| Camden Flatirons | $ | 6,849 | $ | 72,541 | $ | 191 | $ | 6,849 | $ | 72,732 | $ | 79,581 | $ | 9,767 | $ | 69,814 | 2015 | ||||||||||||||||||||
| Camden Highlands Ridge | 2,612 | 34,726 | 15,068 | 2,612 | 49,794 | 52,406 | 25,825 | 26,581 | 1996 | ||||||||||||||||||||||||||||
| Camden Interlocken | 5,293 | 31,612 | 12,546 | 5,293 | 44,158 | 49,451 | 23,633 | 25,818 | $ | 27,406 | 1999 | ||||||||||||||||||||||||||
| Camden Lakeway | 3,915 | 34,129 | 17,084 | 3,915 | 51,213 | 55,128 | 28,412 | 26,716 | 29,240 | 1997 | |||||||||||||||||||||||||||
| Camden Lincoln Station | 4,648 | 52,066 | (381 | ) | 4,648 | 51,685 | 56,333 | 2,475 | 53,858 | 2017 | |||||||||||||||||||||||||||
| WASHINGTON DC METRO | |||||||||||||||||||||||||||||||||||||
| Camden Ashburn Farm | 4,835 | 22,604 | 5,020 | 4,835 | 27,624 | 32,459 | 10,134 | 22,325 | 2005 | ||||||||||||||||||||||||||||
| Camden College Park | 16,409 | 91,503 | 8,675 | 16,409 | 100,178 | 116,587 | 22,575 | 94,012 | 2008 | ||||||||||||||||||||||||||||
| Camden Dulles Station | 10,807 | 61,548 | 3,836 | 10,807 | 65,384 | 76,191 | 20,218 | 55,973 | 2008 | ||||||||||||||||||||||||||||
| Camden Fair Lakes | 15,515 | 104,223 | 12,081 | 15,515 | 116,304 | 131,819 | 44,665 | 87,154 | 2005 | ||||||||||||||||||||||||||||
| Camden Fairfax Corner | 8,484 | 72,953 | 9,013 | 8,484 | 81,966 | 90,450 | 29,995 | 60,455 | 2006 | ||||||||||||||||||||||||||||
| Camden Fallsgrove | 9,408 | 43,647 | 5,089 | 9,408 | 48,736 | 58,144 | 19,594 | 38,550 | 2005 | ||||||||||||||||||||||||||||
| Camden Grand Parc | 7,688 | 35,900 | 2,620 | 7,688 | 38,520 | 46,208 | 14,655 | 31,553 | 2005 | ||||||||||||||||||||||||||||
| Camden Lansdowne | 15,502 | 102,267 | 14,509 | 15,502 | 116,776 | 132,278 | 43,817 | 88,461 | 2005 | ||||||||||||||||||||||||||||
| Camden Largo Town Center | 8,411 | 44,163 | 3,920 | 8,411 | 48,083 | 56,494 | 18,444 | 38,050 | 2005 | ||||||||||||||||||||||||||||
| Camden Monument Place | 9,030 | 54,089 | 1,762 | 9,030 | 55,851 | 64,881 | 19,019 | 45,862 | 2007 | ||||||||||||||||||||||||||||
| Camden NoMa | 19,442 | 82,304 | 141 | 19,442 | 82,445 | 101,887 | 13,947 | 87,940 | 2014 | ||||||||||||||||||||||||||||
| Camden NoMa II | 17,331 | 89,919 | (8 | ) | 17,331 | 89,911 | 107,242 | 5,565 | 101,677 | 2017 | |||||||||||||||||||||||||||
| Camden Potomac Yard | 16,498 | 88,317 | 2,178 | 16,498 | 90,495 | 106,993 | 28,909 | 78,084 | 2008 | ||||||||||||||||||||||||||||
| Camden Roosevelt | 11,470 | 45,785 | 2,960 | 11,470 | 48,745 | 60,215 | 18,448 | 41,767 | 2005 | ||||||||||||||||||||||||||||
| Camden Russett | 13,460 | 61,837 | 6,000 | 13,460 | 67,837 | 81,297 | 26,638 | 54,659 | 45,030 | 2005 | |||||||||||||||||||||||||||
| Camden Silo Creek | 9,707 | 45,301 | 4,272 | 9,707 | 49,573 | 59,280 | 18,634 | 40,646 | 2005 | ||||||||||||||||||||||||||||
| FLORIDA | |||||||||||||||||||||||||||||||||||||
| Southeast Florida | |||||||||||||||||||||||||||||||||||||
| Camden Aventura | 12,185 | 47,616 | 12,122 | 12,185 | 59,738 | 71,923 | 25,146 | 46,777 | 2005 | ||||||||||||||||||||||||||||
| Camden Boca Raton | 2,201 | 50,057 | 167 | 2,201 | 50,224 | 52,425 | 6,723 | 45,702 | 2014 | ||||||||||||||||||||||||||||
| Camden Brickell | 14,621 | 57,031 | 13,005 | 14,621 | 70,036 | 84,657 | 28,728 | 55,929 | 2005 | ||||||||||||||||||||||||||||
| Camden Doral | 10,260 | 40,416 | 6,993 | 10,260 | 47,409 | 57,669 | 18,578 | 39,091 | 2005 | ||||||||||||||||||||||||||||
| Camden Doral Villas | 6,476 | 25,543 | 7,197 | 6,476 | 32,740 | 39,216 | 13,446 | 25,770 | 2005 | ||||||||||||||||||||||||||||
| Camden Las Olas | 12,395 | 79,518 | 11,202 | 12,395 | 90,720 | 103,115 | 35,790 | 67,325 | 2005 | ||||||||||||||||||||||||||||
| Camden Plantation | 6,299 | 77,964 | 9,946 | 6,299 | 87,910 | 94,209 | 34,816 | 59,393 | 2005 | ||||||||||||||||||||||||||||
| Camden Portofino | 9,867 | 38,702 | 7,850 | 9,867 | 46,552 | 56,419 | 18,132 | 38,287 | 2005 | ||||||||||||||||||||||||||||
| Orlando | |||||||||||||||||||||||||||||||||||||
| Camden Hunter's Creek | 4,156 | 20,925 | 5,445 | 4,156 | 26,370 | 30,526 | 10,958 | 19,568 | 2005 | ||||||||||||||||||||||||||||
| Camden Lago Vista | $ | 3,497 | $ | 29,623 | $ | 5,415 | $ | 3,497 | $ | 35,038 | $ | 38,535 | $ | 14,083 | $ | 24,452 | 2005 | ||||||||||||||||||||
| Camden LaVina | 12,907 | 42,617 | 499 | 12,907 | 43,116 | 56,023 | 10,830 | 45,193 | 2012 | ||||||||||||||||||||||||||||
| Camden Lee Vista | 4,350 | 34,643 | 7,356 | 4,350 | 41,999 | 46,349 | 22,657 | 23,692 | 2000 | ||||||||||||||||||||||||||||
| Camden Orange Court | 5,319 | 40,733 | 2,929 | 5,319 | 43,662 | 48,981 | 14,148 | 34,833 | 2008 | ||||||||||||||||||||||||||||
| Camden Town Square | 13,127 | 45,997 | 576 | 13,127 | 46,573 | 59,700 | 10,374 | 49,326 | 2012 | ||||||||||||||||||||||||||||
| Camden World Gateway | 5,785 | 51,821 | 7,804 | 5,785 | 59,625 | 65,410 | 23,132 | 42,278 | 2005 | ||||||||||||||||||||||||||||
| Tampa/St. Petersburg | |||||||||||||||||||||||||||||||||||||
| Camden Bay | 7,450 | 63,283 | 13,384 | 7,450 | 76,667 | 84,117 | 40,385 | 43,732 | 1998/2002 | ||||||||||||||||||||||||||||
| Camden Montague | 3,576 | 16,534 | 335 | 3,576 | 16,869 | 20,445 | 4,364 | 16,081 | 2012 | ||||||||||||||||||||||||||||
| Camden Preserve | 1,206 | 17,982 | 7,683 | 1,206 | 25,665 | 26,871 | 15,942 | 10,929 | 1997 | ||||||||||||||||||||||||||||
| Camden Royal Palms | 2,147 | 38,339 | 3,290 | 2,147 | 41,629 | 43,776 | 14,273 | 29,503 | 2007 | ||||||||||||||||||||||||||||
| Camden Westchase Park | 11,955 | 36,254 | 423 | 11,955 | 36,677 | 48,632 | 8,526 | 40,106 | 2012 | ||||||||||||||||||||||||||||
| GEORGIA | |||||||||||||||||||||||||||||||||||||
| Atlanta | |||||||||||||||||||||||||||||||||||||
| Camden Brookwood | 7,174 | 31,984 | 8,428 | 7,174 | 40,412 | 47,586 | 17,047 | 30,539 | $ | 22,615 | 2005 | ||||||||||||||||||||||||||
| Camden Buckhead Square | 13,200 | 43,785 | 317 | 13,200 | 44,102 | 57,302 | 965 | 56,337 | 2017 | ||||||||||||||||||||||||||||
| Camden Creekstone | 5,017 | 19,912 | 3,564 | 5,017 | 23,476 | 28,493 | 4,604 | 23,889 | 2012 | ||||||||||||||||||||||||||||
| Camden Deerfield | 4,895 | 21,922 | 7,966 | 4,895 | 29,888 | 34,783 | 12,528 | 22,255 | 19,211 | 2005 | |||||||||||||||||||||||||||
| Camden Dunwoody | 5,290 | 23,642 | 8,495 | 5,290 | 32,137 | 37,427 | 13,950 | 23,477 | 21,159 | 2005 | |||||||||||||||||||||||||||
| Camden Fourth Ward | 10,477 | 51,258 | 929 | 10,477 | 52,187 | 62,664 | 7,111 | 55,553 | 2014 | ||||||||||||||||||||||||||||
| Camden Midtown Atlanta | 6,196 | 33,828 | 10,212 | 6,196 | 44,040 | 50,236 | 17,588 | 32,648 | 20,556 | 2005 | |||||||||||||||||||||||||||
| Camden Paces | 15,262 | 102,512 | 455 | 15,262 | 102,967 | 118,229 | 13,315 | 104,914 | 2015 | ||||||||||||||||||||||||||||
| Camden Peachtree City | 6,536 | 29,063 | 6,985 | 6,536 | 36,048 | 42,584 | 14,769 | 27,815 | 2005 | ||||||||||||||||||||||||||||
| Camden Shiloh | 4,181 | 18,798 | 5,473 | 4,181 | 24,271 | 28,452 | 10,473 | 17,979 | 10,524 | 2005 | |||||||||||||||||||||||||||
| Camden St. Clair | 7,526 | 27,486 | 7,623 | 7,526 | 35,109 | 42,635 | 15,392 | 27,243 | 21,637 | 2005 | |||||||||||||||||||||||||||
| Camden Stockbridge | 5,071 | 22,693 | 4,344 | 5,071 | 27,037 | 32,108 | 11,287 | 20,821 | 14,326 | 2005 | |||||||||||||||||||||||||||
| Camden Vantage | 11,787 | 68,822 | 2,651 | 11,787 | 71,473 | 83,260 | 12,233 | 71,027 | 2013 | ||||||||||||||||||||||||||||
| NORTH CAROLINA | |||||||||||||||||||||||||||||||||||||
| Charlotte | |||||||||||||||||||||||||||||||||||||
| Camden Ballantyne | $ | 4,503 | $ | 30,250 | $ | 8,352 | $ | 4,503 | $ | 38,602 | $ | 43,105 | $ | 16,983 | $ | 26,122 | $ | 26,014 | 2005 | ||||||||||||||||||
| Camden Cotton Mills | 4,246 | 19,147 | 6,190 | 4,246 | 25,337 | 29,583 | 11,518 | 18,065 | 2005 | ||||||||||||||||||||||||||||
| Camden Dilworth | 516 | 16,633 | 2,317 | 516 | 18,950 | 19,466 | 7,336 | 12,130 | 13,067 | 2006 | |||||||||||||||||||||||||||
| Camden Fairview | 1,283 | 7,223 | 4,127 | 1,283 | 11,350 | 12,633 | 5,669 | 6,964 | 2005 | ||||||||||||||||||||||||||||
| Camden Foxcroft | 1,408 | 7,919 | 4,345 | 1,408 | 12,264 | 13,672 | 6,044 | 7,628 | 2005 | ||||||||||||||||||||||||||||
| Camden Foxcroft II | 1,152 | 6,499 | 2,777 | 1,152 | 9,276 | 10,428 | 4,154 | 6,274 | 2005 | ||||||||||||||||||||||||||||
| Camden Gallery | 7,930 | 51,684 | 45 | 7,930 | 51,729 | 59,659 | 3,889 | 55,770 | 2017 | ||||||||||||||||||||||||||||
| Camden Grandview | 7,570 | 33,859 | 10,249 | 7,570 | 44,108 | 51,678 | 18,110 | 33,568 | 2005 | ||||||||||||||||||||||||||||
| Camden Sedgebrook | 5,266 | 29,211 | 7,345 | 5,266 | 36,556 | 41,822 | 16,032 | 25,790 | 21,297 | 2005 | |||||||||||||||||||||||||||
| Camden South End | 6,625 | 29,175 | 9,753 | 6,625 | 38,928 | 45,553 | 15,752 | 29,801 | 2005 | ||||||||||||||||||||||||||||
| Camden Stonecrest | 3,941 | 22,021 | 6,088 | 3,941 | 28,109 | 32,050 | 12,677 | 19,373 | 2005 | ||||||||||||||||||||||||||||
| Camden Touchstone | 1,203 | 6,772 | 3,234 | 1,203 | 10,006 | 11,209 | 5,004 | 6,205 | 2005 | ||||||||||||||||||||||||||||
| Raleigh | |||||||||||||||||||||||||||||||||||||
| Camden Crest | 4,412 | 31,108 | 6,005 | 4,412 | 37,113 | 41,525 | 14,860 | 26,665 | 2005 | ||||||||||||||||||||||||||||
| Camden Governor's Village | 3,669 | 20,508 | 4,962 | 3,669 | 25,470 | 29,139 | 10,386 | 18,753 | 12,998 | 2005 | |||||||||||||||||||||||||||
| Camden Lake Pine | 5,746 | 31,714 | 10,989 | 5,746 | 42,703 | 48,449 | 17,866 | 30,583 | 26,201 | 2005 | |||||||||||||||||||||||||||
| Camden Manor Park | 2,535 | 47,159 | 4,279 | 2,535 | 51,438 | 53,973 | 19,361 | 34,612 | 29,663 | 2006 | |||||||||||||||||||||||||||
| Camden Overlook | 4,591 | 25,563 | 9,178 | 4,591 | 34,741 | 39,332 | 15,375 | 23,957 | 2005 | ||||||||||||||||||||||||||||
| Camden Reunion Park | 3,302 | 18,457 | 8,619 | 3,302 | 27,076 | 30,378 | 11,167 | 19,211 | 19,952 | 2005 | |||||||||||||||||||||||||||
| Camden Westwood | 4,567 | 25,519 | 7,660 | 4,567 | 33,179 | 37,746 | 13,261 | 24,485 | 19,900 | 2005 | |||||||||||||||||||||||||||
| TEXAS | |||||||||||||||||||||||||||||||||||||
| Austin | |||||||||||||||||||||||||||||||||||||
| Camden Cedar Hills | 2,684 | 20,931 | 1,106 | 2,684 | 22,037 | 24,721 | 7,575 | 17,146 | 2008 | ||||||||||||||||||||||||||||
| Camden Gaines Ranch | 5,094 | 37,100 | 10,009 | 5,094 | 47,109 | 52,203 | 19,724 | 32,479 | 2005 | ||||||||||||||||||||||||||||
| Camden Huntingdon | 2,289 | 17,393 | 10,194 | 2,289 | 27,587 | 29,876 | 17,818 | 12,058 | 1995 | ||||||||||||||||||||||||||||
| Camden La Frontera | 3,250 | 32,376 | 241 | 3,250 | 32,617 | 35,867 | 4,776 | 31,091 | 2015 | ||||||||||||||||||||||||||||
| Camden Lamar Heights | 3,988 | 42,773 | 228 | 3,988 | 43,001 | 46,989 | 6,215 | 40,774 | 2015 | ||||||||||||||||||||||||||||
| Camden Stoneleigh | 3,498 | 31,285 | 7,966 | 3,498 | 39,251 | 42,749 | 15,902 | 26,847 | 2006 | ||||||||||||||||||||||||||||
| Corpus Christi | |||||||||||||||||||||||||||||||||||||
| Camden Breakers | 1,055 | 13,024 | 9,700 | 1,055 | 22,724 | 23,779 | 14,605 | 9,174 | 1996 | ||||||||||||||||||||||||||||
| Camden Copper Ridge | 1,204 | 9,180 | 9,019 | 1,204 | 18,199 | 19,403 | 14,754 | 4,649 | 1993 | ||||||||||||||||||||||||||||
| Dallas/Fort Worth | |||||||||||||||||||||||||||||||||||||
| Camden Addison | 11,516 | 29,332 | 7,726 | 11,516 | 37,058 | 48,574 | 10,134 | 38,440 | 2012 | ||||||||||||||||||||||||||||
| Camden Belmont | $ | 12,521 | $ | 61,522 | $ | 3,279 | $ | 12,521 | $ | 64,801 | $ | 77,322 | $ | 12,904 | $ | 64,418 | 2012 | ||||||||||||||||||||
| Camden Buckingham | 2,704 | 21,251 | 10,085 | 2,704 | 31,336 | 34,040 | 18,729 | 15,311 | 1997 | ||||||||||||||||||||||||||||
| Camden Centreport | 1,613 | 12,644 | 6,497 | 1,613 | 19,141 | 20,754 | 11,439 | 9,315 | 1997 | ||||||||||||||||||||||||||||
| Camden Cimarron | 2,231 | 14,092 | 7,530 | 2,231 | 21,622 | 23,853 | 14,753 | 9,100 | 1997 | ||||||||||||||||||||||||||||
| Camden Farmers Market | 17,341 | 74,193 | 20,419 | 17,341 | 94,612 | 111,953 | 45,693 | 66,260 | $ | 50,673 | 2001/2005 | ||||||||||||||||||||||||||
| Camden Henderson | 3,842 | 15,256 | 482 | 3,842 | 15,738 | 19,580 | 3,645 | 15,935 | 2012 | ||||||||||||||||||||||||||||
| Camden Legacy Creek | 2,052 | 12,896 | 6,421 | 2,052 | 19,317 | 21,369 | 12,409 | 8,960 | 1997 | ||||||||||||||||||||||||||||
| Camden Legacy Park | 2,560 | 15,449 | 7,609 | 2,560 | 23,058 | 25,618 | 14,474 | 11,144 | 13,855 | 1997 | |||||||||||||||||||||||||||
| Camden Valley Park | 3,096 | 14,667 | 14,471 | 3,096 | 29,138 | 32,234 | 27,328 | 4,906 | 1994 | ||||||||||||||||||||||||||||
| Camden Victory Park | 13,445 | 71,687 | 65 | 13,445 | 71,752 | 85,197 | 5,802 | 79,395 | 2016 | ||||||||||||||||||||||||||||
| Houston | |||||||||||||||||||||||||||||||||||||
| Camden City Centre | 4,976 | 44,735 | 2,736 | 4,976 | 47,471 | 52,447 | 16,409 | 36,038 | 33,770 | 2007 | |||||||||||||||||||||||||||
| Camden City Centre II | 5,101 | 28,131 | 163 | 5,101 | 28,294 | 33,395 | 6,663 | 26,732 | 2013 | ||||||||||||||||||||||||||||
| Camden Greenway | 16,916 | 43,933 | 19,628 | 16,916 | 63,561 | 80,477 | 36,831 | 43,646 | 52,314 | 1999 | |||||||||||||||||||||||||||
| Camden Holly Springs | 11,108 | 42,852 | 11,453 | 11,108 | 54,305 | 65,413 | 13,854 | 51,559 | 2012 | ||||||||||||||||||||||||||||
| Camden Midtown | 4,583 | 18,026 | 10,068 | 4,583 | 28,094 | 32,677 | 16,881 | 15,796 | 28,037 | 1999 | |||||||||||||||||||||||||||
| Camden Oak Crest | 2,078 | 20,941 | 5,604 | 2,078 | 26,545 | 28,623 | 12,735 | 15,888 | 17,293 | 2003 | |||||||||||||||||||||||||||
| Camden Park | 4,922 | 16,453 | 5,781 | 4,922 | 22,234 | 27,156 | 5,563 | 21,593 | 2012 | ||||||||||||||||||||||||||||
| Camden Plaza | 7,204 | 31,044 | 2,026 | 7,204 | 33,070 | 40,274 | 8,032 | 32,242 | 19,835 | 2007 | |||||||||||||||||||||||||||
| Camden Post Oak | 14,056 | 92,515 | 15,212 | 14,056 | 107,727 | 121,783 | 17,884 | 103,899 | 2013 | ||||||||||||||||||||||||||||
| Camden Royal Oaks | 1,055 | 20,046 | 1,868 | 1,055 | 21,914 | 22,969 | 8,549 | 14,420 | 2006 | ||||||||||||||||||||||||||||
| Camden Royal Oaks II | 587 | 12,743 | 23 | 587 | 12,766 | 13,353 | 3,123 | 10,230 | 2012 | ||||||||||||||||||||||||||||
| Camden Stonebridge | 1,016 | 7,137 | 5,966 | 1,016 | 13,103 | 14,119 | 8,619 | 5,500 | 1993 | ||||||||||||||||||||||||||||
| Camden Sugar Grove | 7,614 | 27,594 | 3,446 | 7,614 | 31,040 | 38,654 | 7,076 | 31,578 | 2012 | ||||||||||||||||||||||||||||
| Camden Travis Street | 1,780 | 29,104 | 1,019 | 1,780 | 30,123 | 31,903 | 9,197 | 22,706 | 21,595 | 2010 | |||||||||||||||||||||||||||
| Camden Vanderbilt | 16,076 | 44,918 | 22,706 | 16,076 | 67,624 | 83,700 | 44,273 | 39,427 | 73,111 | 1994/1997 | |||||||||||||||||||||||||||
| Camden Whispering Oaks | 1,188 | 26,242 | 1,317 | 1,188 | 27,559 | 28,747 | 9,481 | 19,266 | 2008 | ||||||||||||||||||||||||||||
| Total current communities: | $ | 1,001,349 | $ | 5,366,204 | $ | 823,548 | $ | 1,001,349 | $ | 6,189,752 | $ | 7,191,101 | $ | 2,115,633 | $ | 5,075,468 | $ | 865,970 | |||||||||||||||||||
| Communities under construction: | |||||||||||||||||||||||||||||||||||||
| Name / location | |||||||||||||||||||||||||||||||||||||
| Camden Shady Grove (1) Rockville, MD | $ | 112,492 | $ | 112,492 | $ | 112,492 | $ | 3,206 | $ | 109,286 | N/A | ||||||||||||||||||||||||||
| Camden McGowen Station Houston, TX | 65,755 | 65,755 | 65,755 | — | 65,755 | N/A | |||||||||||||||||||||||||||||||
| Camden Washingtonian Gaithersburg, MD | 65,651 | 65,651 | 65,651 | — | 65,651 | N/A | |||||||||||||||||||||||||||||||
| Camden North End I Phoenix, AZ | 53,070 | 53,070 | 53,070 | — | 53,070 | N/A | |||||||||||||||||||||||||||||||
| Camden Grandview II Charlotte, NC | 11,059 | 11,059 | 11,059 | — | 11,059 | N/A | |||||||||||||||||||||||||||||||
| Camden RiNo Denver, CO | 23,590 | 23,590 | 23,590 | — | 23,590 | N/A | |||||||||||||||||||||||||||||||
| Camden Downtown I Houston, TX | 15,048 | 15,048 | 15,048 | — | 15,048 | N/A | |||||||||||||||||||||||||||||||
| Total communities under construction: | $ | — | $ | 346,665 | $ | — | $ | — | $ | 346,665 | $ | 346,665 | $ | 3,206 | $ | 343,459 | $ | — | |||||||||||||||||||
| Development pipeline communities: | |||||||||||||||||||||||||||||||||||||
| Name/location | |||||||||||||||||||||||||||||||||||||
| Camden Buckhead Atlanta, GA | $ | 17,923 | $ | 17,923 | $ | 17,923 | $ | 17,923 | N/A | ||||||||||||||||||||||||||||
| Camden Atlantic Plantation, FL | 15,499 | 15,499 | 15,499 | 15,499 | N/A | ||||||||||||||||||||||||||||||||
| Camden Arts District Los Angeles, CA | 19,265 | 19,265 | 19,265 | 19,265 | N/A | ||||||||||||||||||||||||||||||||
| Camden Hillcrest San Diego, CA | 23,593 | 23,593 | 23,593 | 23,593 | N/A | ||||||||||||||||||||||||||||||||
| Camden Gallery II Charlotte, NC | 1,417 | 1,417 | 1,417 | 1,417 | N/A | ||||||||||||||||||||||||||||||||
| Camden North End II Phoenix, AZ | 12,222 | 12,222 | 12,222 | 12,222 | N/A | ||||||||||||||||||||||||||||||||
| Camden Paces III Atlanta, GA | 13,643 | 13,643 | 13,643 | 13,643 | N/A | ||||||||||||||||||||||||||||||||
| Camden Downtown II Houston, TX | 10,100 | 10,100 | 10,100 | 10,100 | N/A | ||||||||||||||||||||||||||||||||
| Total development pipeline communities: | $ | — | $ | 113,662 | $ | — | $ | — | $ | 113,662 | $ | 113,662 | $ | — | $ | 113,662 | $ | — | |||||||||||||||||||
| Land Holdings | $ | 11,148 | $ | — | $ | 11,148 | $ | 11,148 | $ | 11,148 | N/A | ||||||||||||||||||||||||||
| Corporate | 5,167 | — | 5,167 | 5,167 | 5,167 | N/A | |||||||||||||||||||||||||||||||
| $ | — | $ | 16,315 | $ | — | $ | — | $ | 16,315 | $ | 16,315 | $ | — | $ | 16,315 | $ | — | ||||||||||||||||||||
| TOTAL | $ | 1,001,349 | $ | 5,842,846 | $ | 823,548 | $ | 1,001,349 | $ | 6,666,394 | $ | 7,667,743 | $ | 2,118,839 | $ | 5,548,904 | $ | 865,970 |
| (1) | Property is in lease-up at December 31, 2017. Balances presented here includes costs which are included in buildings and improvements and land on the consolidated balance sheet at December 31, 2017. These costs related to completed unit turns for these properties. |
S-1
| Camden Property Trust Real Estate and Accumulated Depreciation As of December 31, 2017 (in thousands) | Schedule III |
The changes in total real estate assets as adjusted for discontinued operations for the years ended December 31:
| 2017 | 2016 | 2015 | |||||||||
| Balance, beginning of period | $ | 7,376,690 | $ | 7,387,597 | $ | 6,998,233 | |||||
| Additions during period: | |||||||||||
| Acquisition of operating property | 56,985 | — | — | ||||||||
| Development and repositions | 224,202 | 278,447 | 347,429 | ||||||||
| Improvements | 71,889 | 65,892 | 66,640 | ||||||||
| Deductions during period: | |||||||||||
| Cost of real estate sold – other | (62,023 | ) | (355,246 | ) | (24,705 | ) | |||||
| Balance, end of period | $ | 7,667,743 | $ | 7,376,690 | $ | 7,387,597 | |||||
| The changes in accumulated depreciation for the years ended December 31: | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Balance, beginning of period | $ | 1,890,656 | $ | 1,780,694 | $ | 1,557,004 | |||||
| Depreciation of real estate assets | 255,924 | 243,403 | 233,955 | ||||||||
| Dispositions | (27,741 | ) | (133,441 | ) | (10,265 | ) | |||||
| Balance, end of period | $ | 2,118,839 | $ | 1,890,656 | $ | 1,780,694 |
The aggregate cost for federal income tax purposes at December 31, 2017 was $6.7 billion.
S-2
| Camden Property Trust Mortgage Loans on Real Estate As of December 31, 2017 | Schedule IV | |||||||||||||
| ($ in thousands) Description | Interest Rate | Final Maturity Date | Periodic payment terms | Face amount of mortgages | Carry amount of mortgages (a) | |||||||||
| Parking Garage Developer advances Houston, TX | (b) | October 1, 2030 | (c) | $ | 18,790 | $ | 18,790 |
| (a) | The aggregate cost at December 31, 2017 for federal income tax purposes was approximately $18,790. |
| (b) | This loan currently bears interest at 4% and will increase to 7% on any unpaid principal balance on the later of January 1, 2019 or January 1 of the year following completion of our planned apartment project at an adjacent location. |
| (c) | Payments from commencement of construction through completion were interest only, and will consist of annual interest and principal payments from October 1, 2018 to October 1, 2030. |
Changes in mortgage loans for the years ended December 31 are summarized below:
| 2017 | 2016 | 2015 | |||||||||
| Balance, beginning of period | $ | 17,224 | $ | 13,161 | $ | 3,395 | |||||
| Additions: | |||||||||||
| Advances under real estate loans | 1,566 | 7,458 | 9,766 | ||||||||
| Deductions: | |||||||||||
| Collections of principal and loan payoff | — | (3,395 | ) | — | |||||||
| Balance, end of period | $ | 18,790 | $ | 17,224 | $ | 13,161 |
S-3
Previous: Item 15. Exhibits and Financial Statement Schedules