Camden Property Trust (CPT) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A89 rewritten29 added13 removed94 unchanged
All filing items1,303 rewritten1,004 added573 removed712 unchanged
Summary
counted, not written
- Item 1A lists 23 risk factor headings: 1 new, 1 reworded and 21 unchanged since FY2019. 1 heading from FY2019 no longer appears.
- Sentence by sentence, 1,004 added, 573 removed, 1,303 rewritten and 712 unchanged across 17 items that differ.
New Item 1A headings (1)
- The ongoing COVID-19 pandemic and measures intended to prevent its spread and impact have and continue to have a material adverse effect on our business, results of operations, cash flows, and financial condition.
Removed Item 1A headings (1)
- The implementation of future enhancements to our new enterprise resource planning system could interfere with our business and operations.
Reworded Item 1A headings (1)
- Tax laws
[removed: have recently changed and]may continue to change at any[removed: time,][added: time] and any such legislative or other actions could have a negative effect on us.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
89 rewritten, 29 added, 13 removed, 94 unchanged
[removed: [Table] [added: [Table] of [removed: Contents](#sC933990192A65FB19CEF28ACABC0BD22)][added: Contents](#i0a2a952d79424e038bc68d580903628b_7)]
Volatility in capital and credit markets, or other unfavorable changes in economic conditions, either nationally or regionally in one or more of the markets in which we operate, could adversely impact [removed: us.][added: us.]
[removed: | • |] [added: -] local conditions, such as an oversupply of apartments or other housing available for rent, or a reduction in demand for apartments in the area; [removed: |]
[removed: | • |] [added: -] declines in the financial condition of our residents, which may make it more difficult for us to collect rents from some residents; [removed: |]
[removed: | • |] [added: -] declines in market rental rates; [removed: |]
[removed: | • |] [added: -] low mortgage interest rates and home pricing, making alternative housing more affordable; [removed: |]
[removed: | • |] [added: -] government or builder incentives which enable home buyers to put little or no money down, making alternative housing options more attractive; [removed: |]
[removed: | • |] [added: -] regional economic downturns, including, but not limited to, business layoffs, downsizing and increased unemployment, which may impact one or more of our geographical markets; and [removed: |]
[removed: | • |] [added: -] increased operating costs, if these costs cannot be passed through to our residents. [removed: |]
Short-term leases expose us to the effects of declining market [removed: rents.][added: rents.]
Our apartment leases are generally for a term of [removed: fifteen] [added: fourteen] months or less.
Competition could limit our ability to lease apartments or increase or maintain rental [removed: income.][added: income.]
We face risks associated with land holdings and related [removed: activities.][added: activities.]
If there are subsequent changes in the fair market value of our land holdings which [removed: we determine] is less than the carrying basis of our land holdings reflected in our financial statements plus estimated costs to sell, we may be required to take future impairment charges which would reduce our net income.
Development, redevelopment and construction risks could impact our [removed: profitability.][added: profitability.]
In [removed: 2020,] [added: 2021,] we expect to incur costs between approximately $220 million and $240 million related to the construction of seven consolidated projects.
Additionally, during [removed: 2020,] [added: 2021,] we expect to incur costs between approximately $65 million and $75 million related to the start of new development activities, between approximately [removed: $52] [added: $58] million and [removed: $56] [added: $62] million related to repositions and revenue [added: enhancing expenditures of existing properties and between approximately $70 million and $74 million of additional recurring capital expenditures.]
Our development, redevelopment and construction activities may [added: also] be exposed to a number of risks which may [added: delay timely completion,] increase our construction costs [removed: and] [added: and/or] decrease our profitability, including the following:
[removed: | • |] [added: -] inability to obtain, or delays in obtaining, necessary zoning, land-use, building, occupancy, and other required permits and authorizations; [removed: |]
[removed: | • |] [added: - disruptions in the supply of materials or labor,] increased materials and labor costs, problems with contractors or subcontractors, or other costs including those costs due to errors and omissions which occur in the design or construction process; [removed: |]
[removed: | • |] [added: -] inability to obtain financing with favorable terms; [removed: |]
[removed: | • |] [added: -] inability to complete construction and lease-up of a community on schedule; [removed: |]
[removed: | • |] [added: -] forecasted occupancy and rental rates may differ from the actual results; and [removed: |]
[removed: | • |] [added: -] the incurrence of costs related to the abandonment of development opportunities which we have pursued and subsequently deemed unfeasible. [removed: |]
Investments through joint ventures and investment funds involve risks not present in investments in which we are the sole [removed: investor.][added: investor.]
These investments involve [removed: risks,] [added: risks] including, but not limited to, the possibility the other joint venture partner may have business goals which are inconsistent with ours, possess the ability to take or force action or withhold consent contrary to our requests, or become insolvent and require us [removed: to assume and fulfill the joint venture’s financial obligations.]
As of December 31, [removed: 2019,] [added: 2020,] we had two discretionary investment funds, and in March 2015, we completed the formation of a third fund with an unaffiliated third party which [removed: did] [added: has] not [removed: own] [added: owned] any properties [removed: in 2019, 2018, or 2017.][added: since its formation.]
[removed: | • |] [added: -] one of our wholly-owned subsidiaries is the general partner of the Funds and has unlimited liability for the third-party debts, obligations, and liabilities of the Funds pursuant to partnership law; [removed: |]
[removed: | • |] [added: -] investors in the Funds (other than [removed: us), by majority vote,] [added: us)] may remove our subsidiary as the general partner of the Funds with or without cause and the Funds’ advisory boards, by a majority vote of their members, may remove our subsidiary as the general partner of the Funds at any time for cause; [removed: |]
[removed: | • |] [added: -] while we have broad discretion to manage the Funds and make investment decisions on behalf of the Funds, the investors or the Funds' advisory boards must approve certain matters, and as a result we may be unable to make certain investments or implement certain decisions on behalf of the Funds which we consider beneficial; [removed: |]
[removed: | • |] [added: -] our ability to dispose of all or a portion of our investments in the Funds is subject to significant restrictions; and [removed: |]
[removed: | • |] [added: -] we may be liable if the Funds fail to comply with various tax or other regulatory matters. [removed: |]
Competition could adversely affect our ability to acquire [removed: properties.][added: properties.]
Our acquisition strategy may not produce the cash flows [removed: expected.][added: expected.]
Our acquisition activities are subject to a number of [removed: risks,] [added: risks] including, but not limited to, the following:
[removed: | • |] [added: -] we may not be able to successfully integrate acquired properties into our existing operations; [removed: |]
[removed: | • |] [added: -] our estimates of the costs, if any, of repositioning or redeveloping the acquired property may prove inaccurate; [removed: |]
[removed: | • |] [added: -] the expected occupancy, rental rates and operating expenses may differ from the actual results; [removed: |]
[removed: | • |] [added: -] we may not be able to obtain adequate financing; and [removed: |]
[removed: | • |] [added: -] we may not be able to identify suitable candidates on terms acceptable to us and may not achieve expected returns or other benefits as a result of integration challenges, such as personnel and technology. [removed: |]
- risks associated with the COVID-19 pandemic, as discussed below;
The ongoing COVID-19 pandemic and measures intended to prevent its spread and impact have and continue to have a material adverse effect on our business, results of operations, cash flows, and financial condition.
In December 2019, COVID-19 was first reported in Wuhan, China, and in March 2020, the World Health Organization declared COVID-19 a pandemic.
The COVID-19 pandemic has negatively impacted the global economy, disrupted financial markets and international trade, and resulted in increased unemployment levels, all of which negatively impacted the multifamily industry and the Company’s business.
The outbreak has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders.
The impact of the COVID-19 pandemic and measures to prevent its spread has negatively impacted and could continue to negatively impact our businesses in a number of ways, including our residents’ ability or willingness to pay rents and the demand for multifamily communities within the markets we operate.
In some cases, we have and may continue to restructure residents’ rent obligations, which may be on terms not as favorable to us as those currently in place.
In the event of resident nonpayment, default, or bankruptcy, we may incur costs in protecting our investment and re-leasing our property.
Additionally, local and national authorities may continue to expand and extend certain measures imposing restrictions on our ability to enforce contractual rental obligations upon our residents and tenants.
The restrictions inhibiting our employees’ ability to meet with existing and potential residents has disrupted and could in the future further disrupt our ability to lease apartments which has adversely impacted and could continue to adversely impact our rental rate and occupancy levels.
For the safety of our employees as a result of COVID-19, we have also directed most of our personnel to work remotely and we have generally restricted on-site staff to only those personnel who perform essential activities which must be completed on-site.
Our increased reliance on personnel working remotely pose challenges for our employees and our IT systems and extended periods of remote work arrangements could strain our business continuity plans, introduce operational risk, including cybersecurity and IT systems management risks, any of which could adversely impact our business operations.
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The COVID-19 pandemic has also caused, and is likely to continue to cause, severe economic, market and other disruptions worldwide.
We cannot assure you conditions will not continue to deteriorate as a result of the pandemic.
In addition, the deterioration of economic conditions as a result of the pandemic may ultimately further decrease occupancy levels and market rents across our portfolio as residents reduce or defer their spending.
The situation surrounding the COVID-19 pandemic continues to evolve and the potential for a material adverse impact on our operational and financial performance increases the longer the virus impacts activities in the United States and globally.
For this reason, we are not able at this time to estimate to any degree of certainty the effect COVID-19 may have on our business, results of operations, financial condition, and cash flows, all of which will depend on future developments, including the duration of the outbreak, business and workforce disruptions, and the effectiveness of actions taken to contain and treat the disease.
Moreover, many of the other risk factors described within this Form 10-K may be more likely to impact us as a result of the COVID-19 pandemic and the responses to curb its spread.
- "shelter in place," "stay at home," or similar orders adopted by state and local authorities in response to COVID-19, which may require us to temporarily cease construction and have other adverse effects;
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to assume and fulfill the joint venture’s financial obligations.
Additionally, in order for us to continue to qualify as a REIT we must meet a number of organizational and operational
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Many market participants anticipate that in the near future LIBOR will cease being a widely used benchmark interest rate and may cease being published altogether.
General Risk Factors
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enhancing expenditures of existing properties and between approximately $16 million and $20 million in extensive redevelopment expenditures of existing properties.
We may not continue to qualify as a REIT in the future.
The implementation of future enhancements to our new enterprise resource planning system could interfere with our business and operations.
We have completed the first phase of a multi-year implementation of an enterprise resource planning (ERP) system which replaced our previous financial accounting system.
This ERP system maintains our books and records, records transactions, and provides important information relating to the operations of our business to our management.
The implementation of this ERP system has required, and will continue to require, the investment of significant personnel and financial resources.
While we have invested, and will continue to invest, significant resources in planning and project management, issues may arise during the implementation of future enhancements which may result in operational or financial reporting delays, increased costs or other difficulties not presently contemplated.
Any disruptions, delays or deficiencies in the design and implementation of future enhancements to the ERP system could have a materially adverse effect on our financial condition and results of operations.
A default in these provisions, if uncured,
It is unclear whether LIBOR will continue to be calculated or published as a reference rate/benchmark after 2021.
under the REIT provisions of the Code and other factors as the Board of Trust Managers may consider relevant.
An excerpt. Shown here: 40 of 89 rewritten, all 29 added and all 13 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2020 filing and the FY2019 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
301 rewritten, 216 added, 112 removed, 130 unchanged
Discussion of our year-to-date comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] is presented below.
Year-to-date comparisons between [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] can be found in "Part II.
Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2018.][added: 2019.]
[removed: | • |] [added: -] Volatility in capital and credit markets, or other unfavorable changes in economic conditions, either nationally or regionally in one or more of the markets in which we operate, could adversely impact us; [removed: |]
[removed: | • |] [added: -] Short-term leases expose us to the effects of declining market rents; [removed: |]
[removed: | • |] [added: -] Competition could limit our ability to lease apartments or increase or maintain rental income; [removed: |]
[removed: | • |] [added: -] We face risks associated with land holdings and related activities; [removed: |]
[removed: | *•* |] [added: -] Development, redevelopment and construction risks could impact our profitability; [removed: |]
[removed: | • |] [added: -] Investments through joint ventures and investment funds involve risks not present in investments in which we are the sole investor; [removed: |]
[removed: | • |] [added: -] Competition could adversely affect our ability to acquire properties; [removed: |]
[removed: | • |] [added: -] Our acquisition strategy may not produce the cash flows expected; [removed: |]
[removed: | • |] [added: -] Changes in rent control or rent stabilization laws and regulations could adversely affect our operations and property values; [removed: |]
[removed: | • |] [added: -] Failure to qualify as a REIT could have adverse consequences; [removed: |]
[removed: | • |] [added: -] Tax laws [removed: have recently changed and] may continue to change at any [removed: time,] [added: time] and any such legislative or other actions could have a negative effect on us; [removed: |]
[removed: | • |] [added: -] Litigation risks could affect our business; [removed: |]
[removed: | • |] [added: -] Damage from catastrophic weather and other natural events could result in losses; [removed: |][added: and]
[removed: | • |] [added: -] A cybersecurity incident and other technology disruptions could negatively impact our business; [removed: |]
[removed: | • |] [added: -] We have significant debt, which could have adverse consequences; [removed: |]
[removed: | • |] [added: -] Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders; [removed: |]
[removed: | • |] [added: -] Issuances of additional debt may adversely impact our financial condition; [removed: |]
[removed: | • |] [added: -] We may be unable to renew, repay, or refinance our outstanding debt; [removed: |]
[removed: | • |] [added: -] We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is [removed: determined; |][added: determined;]
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[removed: | • |] [added: -] Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distribution to our shareholders, and decrease our share price, if investors seek higher yields through other investments; [removed: |]
[removed: | • |] [added: -] Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets; [removed: |]
[removed: | • |] [added: -] Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders; [removed: |]
[removed: | • |] [added: -] Our share price will [removed: fluctuate; and |][added: fluctuate*.*]
[removed: | • |] [added: -] The form, timing and amount of dividend distributions in future periods may vary and be impacted by economic and other [removed: considerations. |][added: considerations;]
As of December 31, [removed: 2019,] [added: 2020,] we owned interests in, operated, or were developing [removed: 172] [added: 174] multifamily properties comprised of [removed: 58,315] [added: 59,104] apartment homes across the United States as detailed in the following Property Portfolio table.
Net income attributable to common shareholders [removed: was] [added: decreased] approximately [removed: $219.6] [added: $95.7] million for the year ended December 31, [removed: 2019] [added: 2020,] as compared to [removed: $156.1 million for] the same period in [removed: 2018.][added: 2019.]
Our results for the year ended December 31, [removed: 2019] [added: 2020] reflect an increase in same store revenues of [removed: 3.7%] [added: 1.1%] as compared to [removed: 2018.][added: 2019.]
These increases were primarily due to higher average rental rates which we believe was primarily attributable to [removed: improving job growth,] [added: our focus on high-growth markets,] favorable demographics, a manageable supply of new multifamily housing, and in part [removed: to more] [added: many] individuals choosing to rent versus [removed: buy as evidenced by the continued low level of homeownership rates.][added: buy.]
Initial occupancies of these [removed: eight] [added: seven] projects are currently scheduled to occur within the next [removed: 24] [added: 27] months.
[removed: Excluding the project owned by one of the Funds, we] [added: We] estimate the additional cost to complete the construction of the seven projects to be approximately [removed: $358.6] [added: $325.4] million.
[removed: In January] [added: *Land:* During the year ended December 31,] 2020, we acquired [added: approximately 4.1 acres of land in Durham, North Carolina for approximately $27.6 million for the future development of approximately 354 apartment homes, and approximately] 4.9 acres of land in Raleigh, North Carolina for approximately $18.2 million for the future development of approximately 355 apartment homes.
[removed: | • | In March 2019, we amended and restated our $600] [added: We have a $900] million unsecured credit facility [removed: to, among other things, extend the maturity date from August 2019 to] [added: which matures in] March 2023, with two options to further extend the facility at our election for two additional six-month [removed: periods,] [added: periods] and [removed: increased the facility from $600 million to $900 million, which] may be expanded three times by up to an additional $500 million upon [added: the] satisfaction of certain conditions. [removed: |]
[removed: | • |] [added: -] In [removed: June 2019,] [added: April 2020,] we issued [removed: $600] [added: $750.0] million of [added: 2.80%,] senior unsecured notes due [removed: July 1, 2029] [added: May 2030 at an effective annual interest rate of 2.91%] under our [removed: existing] [added: then-existing] shelf registration statement. [removed: |]
[removed: | • | In October 2019, we redeemed all] [added: The loss for the year ended December 31, 2019 related to the early redemption] of our [removed: 4.78%] $250 [removed: million] [added: million, 4.78%] Senior Notes due 2021 and [removed: prepaid our 4.38%] [added: the prepayment of a] $45.3 [removed: million] [added: million, 4.38%] secured [added: conventional] mortgage [removed: notes] [added: note] due 2045. [removed: In connection with these transactions, we recorded an approximate $12 million loss on early retirement of debt. |]
We intend to meet our near-term liquidity requirements through a combination of one or more of the following: cash [added: and cash equivalents, cash] flows generated from operations, draws on our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM programs, other unsecured borrowings, or secured mortgages.
As of December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: $23.2] [added: $420.4] million in cash and cash equivalents, and [removed: $847.1] [added: $888.0] million available under our $900.0 million unsecured credit facility.
- The ongoing COVID-19 pandemic and measures intended to prevent its spread and impact have and continue to have a material adverse effect on our business, results of operations, cash flows, and financial condition;
*Impact of the Coronavirus Pandemic (COVID-19) on our Business*
COVID-19 has currently resulted in a widespread health crisis which has adversely affected international, national, and local economies and financial markets generally, and has had an unprecedented effect on many industries including the multifamily industry.
The discussions below, including without limitation statements with respect to outlooks of future operating performance and liquidity, are subject to the future effects of COVID-19 and the responses to curb its spread, which continue to evolve.
Accordingly, the full magnitude of the pandemic and its ultimate effect on our results of operations, cash flows, financial condition, and liquidity for future years, is uncertain at this time.
Additionally, our property revenues and expenses have been and will likely continue to be impacted by COVID-19.
For the three months ended December 31, 2020, we collected approximately 98.6% of our same store scheduled rents and approximately 1.4% were delinquent.
Our January collections are approximately 96.9% of our same store scheduled rents and approximately 3.1% are delinquent.
During the year ended December 31, 2020, we incurred a COVID-19 related impact of approximately $14.8 million comprised of $9.5 million related to the Resident Relief Funds which were established in April 2020.
Of this amount, approximately $9.1 million was paid to residents at our wholly-owned communities and was recorded as a reduction to property revenues, and approximately $1.3 million of Resident Relief Funds paid to residents of the operating communities owned by our unconsolidated joint ventures, of which we recognized our ownership interest of $0.4 million in equity in income of joint ventures.
Additionally, we incurred approximately $4.5 million of COVID-19 expenses at our operating properties, which included $2.8 million of bonuses paid to on-site employees who provided essential services during the pandemic and $1.7 million in other directly-related COVID-19 expenses.
During the year ended December 31, 2020, we also incurred approximately $0.8 million related to the Employee Relief Fund we established to help our employees impacted by COVID-19, which was recorded within general and administrative expenses.
In addition to the COVID-19 related expenses discussed above, the decrease during the year ended December 31, 2020 was also primarily due to a decrease of $49.5 million related to gains from operating property dispositions in 2019, higher depreciation expense of approximately $30.9 million, and higher interest expense of approximately $10.8 million, as compared to the same period in 2019.
The decrease for the year ended December 31, 2020 was partially offset by the approximate $12.0
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million loss on early retirement of debt in the fourth quarter of 2019 as compared to the $0.2 million loss recognized in the fourth quarter of 2020.
The increase during the year ended December 31, 2020 was partially offset by the impact of COVID-19.
Challenges within the multifamily industry surfaced during 2020 due to COVID-19.
Factors adversely affecting demand for and rents received from our multifamily communities remained and continue to remain intense and pervasive across the United States.
Overall weak consumer confidence, high unemployment, fears of a prolonged recession, and government-imposed moratoriums on our ability to collect rents and/or evict non-paying tenants, among other factors, have also persisted through the date of this filing.
Based on our belief these conditions may continue, we could have a decline in property revenues during fiscal year 2021 and beyond.
At December 31, 2020, we had a total of seven projects under construction to be comprised of 2,254 apartment homes.
The COVID-19 pandemic and efforts to curb its spread may adversely affect, among other matters, the timely completion and final project costs of some or all of our projects under development if, for example, we are required to temporarily cease construction, experience delays in obtaining governmental permits and authorizations, or experience disruption in the supply of or in the costs of materials or labor.
*Land:* During the year ended December 31, 2020, we sold approximately 4.7 acres of land adjacent to one of our operating properties in Raleigh, North Carolina for approximately $0.8 million and recognized a gain of $0.4 million.
- In May 2020, Camden's Chairman and CEO, and Executive Vice Chairman, each agreed to voluntarily reduce the amount of their respective annual bonus (cash or shares) which may be awarded in the future by $500,000.
The aggregate $1.0 million compensation reduction served as a contribution to the Resident Relief Funds and to the Employee Relief Fund.
- In June 2020, we created an at-the market ("ATM") share offering program through which we can, but have no obligation to, sell common shares and we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering price of up to $362.7 million (the "2020 ATM program").
- In October 2020, we entered into a $40.0 million two-year unsecured floating rate term loan with an unrelated third party and used the net proceeds, together with cash on hand, to repay our $100.0 million unsecured term loan which was scheduled to mature in 2022.
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| | | | December 31, 2020 | | | | | | | | | | | | December 31, 2019 | | | | | | | | |
| | | | Apartment Homes | | | | | | Properties | | | | | | Apartment Homes | | | | | | Properties | | |
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| • | The implementation of future enhancements to our new enterprise resource planning system could interfere with our business and operations; |
The approximately $63.5 million, or 40.7% increase was primarily due to an increase from property operations relating to our existing operating, newly developed and acquired operating communities.
The increase also related to gains recognized on dispositions in 2019, including two consolidated operating properties and our proportionate share of one operating property by one of our unconsolidated joint ventures.
These increases were partially offset by an increase in depreciation expense and a loss on early retirement of debt.
We believe the continued low levels of homeownership rates are mainly attributable to costs of obtaining mortgage loans as well as changing trends of certain age-sectors having a higher propensity to rent, all of which promote apartment rentals.
We also believe U.S. economic and employment growth are likely to continue during 2020 and the supply of new multifamily homes will likely remain at manageable levels.
If economic conditions were to worsen or any of these factors were to adversely change, our operating results could be adversely affected.
At December 31, 2019, we had a total of eight projects under construction to be comprised of 2,208 apartment homes, including one development project to be comprised of 234 apartment homes owned by one of our unconsolidated discretionary investment funds in which we have a 31.3% ownership interest.
*Operating properties:* In December 2019, we acquired one operating property comprised of 186 apartment homes in Raleigh, North Carolina for approximately $75.1 million, and one operating property comprised of 552 apartment homes in Houston, Texas for approximately $147.2 million.
In May 2019, we acquired one operating property comprised of 326 apartment homes located in Austin, Texas for approximately $120.4 million.
In February 2019, we acquired one operating property comprised of 316 apartment homes located in Scottsdale, Arizona for approximately $97.1 million.
*Land:* In connection with the acquisition of the operating property in Houston, Texas in December 2019, we acquired approximately 2.3 acres of land adjacent to the operating property for approximately $8.0 million for the future development of
approximately 300 apartment homes.
In May 2019, we acquired approximately 11.6 acres of land in Tempe, Arizona for approximately $18.0 million for the future development of approximately 400 apartment homes.
In April 2019, we acquired approximately 4.3 acres of land in Charlotte, North Carolina for approximately $10.9 million for the future development of approximately 400 apartment homes.
*Sale of Operating Properties:* During the year ended December 31, 2019, we sold our remaining three operating properties in Corpus Christi, Texas.
The operating properties sold included two consolidated communities comprised of 632 apartment homes and one joint venture community with 270 apartment homes.
The total net proceeds from the disposition of the two consolidated communities was approximately $69.4 million and we recognized a gain of approximately $49.9 million.
The proceeds from the disposition of the one property owned through the unconsolidated joint venture was approximately $38.5 million and our portion of the gain of approximately $6.2 million was recognized in equity in income of joint ventures.
| • | In February 2019, we issued approximately 3.4 million common shares in an underwritten equity offering and received approximately $328.4 million in net proceeds. |
| • | In February and March 2019, we repaid a total of approximately $439.3 million of secured conventional mortgage debt. |
| • | In October 2019, we issued $300 million of senior unsecured notes due November 1, 2049 under our existing shelf registration statement. |
| • | In 2019, we issued approximately 0.2 million shares under our 2017 ATM program and received approximately $24.8 million in net proceeds. |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Corpus Christi, Texas | — | | | — | | | 902 | | | 3 | |
| Corpus Christi, Texas | — | | | — | | | 270 | | | 1 | |
| *(2)* | *Includes a property under construction owned by one of the Funds. See Communities Under Construction below for details.* |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| Camden Shady Grove | | | | | | |
| *Rockville, MD* | 457 | | | 1Q18 | | 1Q19 |
| Camden Washingtonian | | | | | | |
| *Gaithersburg, MD* | 365 | | | 4Q18 | | 2Q19 |
| Camden McGowen Station | | | | | | |
| *Houston, TX* | 315 | | | 4Q18 | | 4Q19 |
| | | | | | | | | | | | | | |
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An excerpt. Shown here: 40 of 301 rewritten, 40 of 216 added and 40 of 112 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2020 filing and the FY2019 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
10 rewritten, 2 added, 5 removed, 7 unchanged
The table below summarizes our debt as of December 31, [removed: 2019] [added: 2020] and [removed: 2018:][added: 2019:]
| | [added: | |] December 31, [removed: 2019] [added: 2020] | | | | | | | | | | | | | [added: | | | | | | | | | | |] December 31, [removed: 2018] [added: 2019] | | | | | | | | | | | | [added: | | | | | | | | |]
| | [removed: Amount (in] [added: | | Amount (in] millions) | | | | [removed: Weighted Average Maturity (in] [added: | | Weighted Average Maturity (in] years) | | | [removed: Weighted Average Interest Rate] | | | [added: Weighted Average Interest Rate | | | | | |] % [removed: Of Total] [added: Of Total] | | | [removed: Amount (in] [added: | | | Amount (in] millions) | | | | [removed: Weighted Average Maturity (in] [added: | | Weighted Average Maturity (in] years) | | | [removed: Weighted Average Interest Rate] | | | [added: Weighted Average Interest Rate | | | | | |] % [removed: Of Total] [added: Of Total] | | [added: |]
| Fixed rate debt | [added: | |] $ | [removed: 2,380.4] [added: 3,126.9] | | | [removed: 9.3] | | [added: 8.5] | [removed: 3.8] | [added: | | | | 3.6 | |] % | | [removed: 94.3] | [added: | 98.7 | |] % | | [added: | |] $ | [removed: 2,222.0] [added: 2,380.4] | | | [removed: 5.0] | | [added: 9.3] | [removed: 4.3] | [added: | | | | 3.8 | |] % | | [removed: 95.7] | [added: | 94.3 | |] % |
| Variable rate debt | [removed: 143.7] | | [added: 39.7] | | [removed: 2.7] | | | [removed: 2.7] | [added: 1.7 | | | | | | 1.9 | |] % | | [removed: 5.7] | [added: | 1.3 | |] % | | [removed: 99.6] | | [added: 143.7] | | [removed: 3.0] | | | [removed: 3.3] | [added: 2.7 | | | | | | 2.7 | |] % | | [removed: 4.3] | [added: | 5.7 | |] % |
As of December 31, [removed: 2019,] [added: 2020,] we had no hedges outstanding.
[removed: At December 31, 2019, we had approximately $44.0 million of] [added: We did not have any] borrowings outstanding under our unsecured credit facility [added: under our unsecured credit facility at December 31, 2020] and [removed: did not have any amount] [added: had approximately $44.0 million of borrowings] outstanding at December 31, [removed: 2018.][added: 2019.]
At December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] we also had [removed: a] term [removed: loan] [added: loans] of approximately [removed: $99.7] [added: $39.7] million and [removed: $99.6] [added: $99.7] million, respectively.
If interest rates on the variable rate debt listed in the table above would have been 100 basis points higher throughout [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] our annual interest costs would have increased by approximately [removed: $1.4] [added: $0.4] million and [removed: $1.0] [added: $1.4] million, respectively.
Holding other variables constant, if interest rates would have been 100 basis points higher as of December 31, [removed: 2019,] [added: 2020,] the fair value of our fixed rate debt would have decreased by approximately [removed: $171.4] [added: $236.5] million.
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In 2019, we settled all remaining outstanding forward interest rate swaps with a total notional value of $300 million resulting in a net cash payment of approximately $20.4 million.
In 2018, we settled five forward interest rate swaps with an aggregate notional amount of $400 million, in connection with the issuance of $400 million senior unsecured debt in October 2018, which resulted in a cash receipt of approximately $15.9 million.
[Table of Contents](#sC933990192A65FB19CEF28ACABC0BD22)
Item 1. Business
11 rewritten, 31 added, 3 removed, 43 unchanged
As of December 31, [removed: 2019,] [added: 2020,] we owned interests in, operated, or were developing [removed: 172] [added: 174] multifamily properties comprised of [removed: 58,315] [added: 59,104] apartment homes across the United States.
Of the [removed: 172] [added: 174] properties, [removed: eight] [added: seven] properties were under construction and will consist of a total of [removed: 2,208] [added: 2,254] apartment homes when completed.
[removed: | • |] [added: -] Strong economic growth leading to household formation and job growth, which in turn should support higher demand for our apartments; and [removed: |]
[removed: | • |] [added: -] An attractive quality of life, which may lead to higher demand and retention for our apartments and allow us to more readily increase rents. [removed: |]
[removed: [Table] [added: [Table] of [removed: Contents](#sC933990192A65FB19CEF28ACABC0BD22)][added: Contents](#i0a2a952d79424e038bc68d580903628b_7)]
We intend to meet our near-term liquidity requirements through a combination of one or more of the following: cash [added: and cash equivalents, cash] flows generated from operations, draws on our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our at-the-market ("ATM") share offering programs, other unsecured borrowings, or secured mortgages.
Ensuring resident satisfaction, increasing rents as market conditions allow, maximizing rent [removed: collections,] [added: collections (subject to restrictions of applicable law),] maintaining property occupancy at optimal levels, and controlling operating costs comprise our principal strategies to maximize property financial results.
We generally offer [removed: leases ranging from twelve to fifteen] [added: average lease terms of approximately fourteen] months with individual property marketing plans structured to respond to local market conditions.
As of December 31, [removed: 2019,] [added: 2020,] we had two discretionary investment funds, which are closed to future investments, and a third fund which we formed in March 2015 and, as amended, may be utilized for future multifamily investments of up to $360 million.
At December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: 1,650] [added: 1,700] employees, including executive, administrative, and community personnel.
As of December 31, [removed: 2019,] [added: 2020,] we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).
Human Capital Management
*Purpose and Culture.* We strive to differentiate ourselves by our culture and talent.
How we manage our human capital is critical to how we deliver on our strategy and create sustained growth and value for our shareholders.
Our purpose is to improve the lives of our team members, customers and shareholders, one experience at a time.
We recognize a great culture is foundational to the success of this vision.
Key components in managing our human capital are listed below.
*Camden's Values.* We care deeply about our employees, our residents, and the local communities in which we live, work, and play.
We are committed to maintaining a high-trust work environment that attracts, retains, and rewards the best and brightest people.
We believe our workplace reflects Camden’s nine core values: Customer Focused; People Driven; Team Players; Lead by Example; Results Oriented; Work Smart; Always Do the Right Thing; Act with Integrity; and Have Fun.
We believe these values cultivate an environment of respect, fairness, diversity, and fun for all.
*A Great Place to Work.* In addition to our core values, we are committed to creating a great working environment which fosters the well-being, health and happiness of all associates.
We believe our team members are given meaningful opportunities to provide feedback and effect change.
We are proud of our culture and the recognition we have received as a great place to work, including being named on the list as one of the 100 Best Companies to Work For® by FORTUNE magazine for 13 consecutive years, most recently ranking #18.
[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
*Compensation and Benefits.* We provide high-quality health benefits and compensation to competitively compensate all employees for their contributions to Camden.
We are passionate about promoting a healthy lifestyle at Camden and are proud to offer valuable and inclusive benefits.
We have formal programs intended to positively impact team members such as healthcare, rent discounts, education allowances, and scholarships for children of our employees.
*Training and Development.* Our mission, vision and values are also incorporated into our employee training and development programs.
One of our most cherished mantras is “Never Stop Learning.” We encourage team members to discover their strengths and cultivate new interests.
We offer tuition assistance to team members working to earn industry designations from various organizations.
We also support team members who continue their education at an accredited educational institution through our Education Assistance Program.
In addition to these programs, we also help employees improve their personal and professional lives through training, coaching and mentoring.
CamdenU, our in-house learning center, is available to all employees and offers over 8,000 courses in subjects such as leadership, management, fair housing and compliance, and health and safety training.
In addition to formal training, Camden’s mentoring program supports its newest employees by pairing them with an experienced employee to facilitate their on-boarding process and immerse them in Camden’s culture.
*Diversity, Equity, and Inclusion.* We believe a great workplace fosters an environment where all employees can thrive and grow, and where differences are both encouraged and celebrated.
Each Camden team member brings unique skills, experiences and perspectives to Camden, and we continue to promote and encourage diversity, equity and inclusion throughout our organization.
Our commitment is to promote a diverse organization which is reflective of our residents and communities.
We believe these efforts are socially responsible, foundational to Camden’s success, and essential to delivering on our purpose to improve the lives of our team members, customers and shareholders, one experience at a time.
Camden embraces all team members as full and valued members of the organization.
Together we innovate and collaborate with the goal of delivering consistently strong business results.
Our continued commitment to furthering diversity, equity, and inclusion initiatives has resulted in our workforce at Camden reflecting a broad base of talent, with true diversity amongst our team members in aspects of gender, generation, and ethnicity.
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| --- | --- |
Employees
Cover and table of contents
41 rewritten, 42 added, 11 removed, 31 unchanged
[removed: [Table] [added: [Table] of [removed: Contents](#sC933990192A65FB19CEF28ACABC0BD22)][added: Contents](#i0a2a952d79424e038bc68d580903628b_7)]
[removed: FORM 10-K][added: FORM 10-K]
| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]
| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
Commission file [removed: number: 1-12110][added: number: 1-12110]
| Texas | | | | [added: | | | | | | | |] 76-6088377 | [added: | |]
| (State or other jurisdiction [removed: of incorporation] [added: of incorporation] or organization) | | | | [added: | | | | | | | |] (I.R.S. [removed: Employer Identification] [added: Employer Identification] No.) | [added: | |]
| 11 Greenway Plaza, Suite 2400 | [added: | |] Houston, | [added: | |] Texas | | [added: | | | |] 77046 | [added: | |]
| (Address of principal executive offices) | | | | [added: | | | | | | | |] (Zip Code) | [added: | |]
Registrant’s telephone number, including area [removed: code: (713) 354-2500][added: code: (713) 354-2500]
| Title of each class | [added: | |] Trading Symbol | [added: | |] Name of each exchange on which registered | [added: | |]
| Common Shares of Beneficial Interest, $.01 par value | [added: | |] CPT | [added: | |] New York Stock Exchange | [added: | |]
| Large accelerated filer | | [added: | | | |] ý | [added: | |] Accelerated filer | | [added: | | | |] ¨ | [added: | |]
| Non-accelerated filer | | [added: | | | |] ¨ | [added: | |] Smaller reporting company | | [added: | | | |] ☐ | [added: | |]
| | | | [added: | | | | | |] Emerging growth company | | [added: | | | |] ☐ | [added: | |]
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was [removed: $10,045,538,849] [added: $8,830,473,560] based on a June [removed: 28, 2019] [added: 30, 2020] share price of [removed: $104.39.][added: $91.22.]
On February [removed: 13, 2020, 97,326,277] [added: 11, 2021, 97,562,909] common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.
Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 13, [removed: 2020] [added: 2021] are incorporated by reference in Part III.
| | | [added: | | | |] Page | [added: | |]
| Item 1. | [removed: [Business](#s9E35BDEED9B8501E841A3E19213842A9)] | [removed: [1](#s9E35BDEED9B8501E841A3E19213842A9)] | [added: [Business](#i0a2a952d79424e038bc68d580903628b_13) | | | [1](#i0a2a952d79424e038bc68d580903628b_13) | | |]
| Item 1A. | [added: | |] [Risk [removed: Factors](#s31AAF2A974B957F3B9A714618349B4EF)] [added: Factors](#i0a2a952d79424e038bc68d580903628b_16)] | [removed: [2](#s31AAF2A974B957F3B9A714618349B4EF)] | [added: | [3](#i0a2a952d79424e038bc68d580903628b_16) | | |]
| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#s8CB926A13C865C8EA638E122139B26A7)] [added: Comments](#i0a2a952d79424e038bc68d580903628b_19)] | [removed: [9](#s8CB926A13C865C8EA638E122139B26A7)] | [added: | [10](#i0a2a952d79424e038bc68d580903628b_19) | | |]
| Item 2. | [removed: [Properties](#s9B75826851B5581098DD826A0A310C9F)] | [removed: [9](#s9B75826851B5581098DD826A0A310C9F)] | [added: [Properties](#i0a2a952d79424e038bc68d580903628b_22) | | | [10](#i0a2a952d79424e038bc68d580903628b_22) | | |]
| Item 3. | [added: | |] [Legal [removed: Proceedings](#s706BD8ADBA3957778E20A077A624D6E8)] [added: Proceedings](#i0a2a952d79424e038bc68d580903628b_25)] | [removed: [14](#s706BD8ADBA3957778E20A077A624D6E8)] | [added: | [15](#i0a2a952d79424e038bc68d580903628b_25) | | |]
| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#sFD1A019B599D5FF0A8B939768BA36A43)] [added: Disclosures](#i0a2a952d79424e038bc68d580903628b_28)] | [removed: [14](#sFD1A019B599D5FF0A8B939768BA36A43)] | [added: | [15](#i0a2a952d79424e038bc68d580903628b_28) | | |]
| Item 5. | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sDE3E1FA052555DA0B5A9DB93E256AEF0)] [added: Securities](#i0a2a952d79424e038bc68d580903628b_34)] | [removed: [15](#sDE3E1FA052555DA0B5A9DB93E256AEF0)] | [added: | [16](#i0a2a952d79424e038bc68d580903628b_34) | | |]
| Item 7. | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sC9841457A4DB547797DE741AA895E77E)] [added: Operations](#i0a2a952d79424e038bc68d580903628b_43)] | [removed: [19](#sC9841457A4DB547797DE741AA895E77E)] | [added: | [18](#i0a2a952d79424e038bc68d580903628b_43) | | |]
| Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s159F3EC836D75311B21D2991D7319055)] [added: Risk](#i0a2a952d79424e038bc68d580903628b_52)] | [removed: [35](#s159F3EC836D75311B21D2991D7319055)] | [added: | [35](#i0a2a952d79424e038bc68d580903628b_52) | | |]
| Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#sA9E4065518125F61B9D0DDEBF5204888)] [added: Data](#i0a2a952d79424e038bc68d580903628b_55)] | [removed: [36](#sA9E4065518125F61B9D0DDEBF5204888)] | [added: | [35](#i0a2a952d79424e038bc68d580903628b_55) | | |]
| Item 9. | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s9B7E014AB04A519FB5E7879F5427F127)] [added: Disclosure](#i0a2a952d79424e038bc68d580903628b_58)] | [removed: [36](#s9B7E014AB04A519FB5E7879F5427F127)] | [added: | [35](#i0a2a952d79424e038bc68d580903628b_58) | | |]
| Item 9A. | [added: | |] [Controls and [removed: Procedures](#sEAA024D3364B56318A9C9C47E89065F5)] [added: Procedures](#i0a2a952d79424e038bc68d580903628b_61)] | [removed: [36](#sEAA024D3364B56318A9C9C47E89065F5)] | [added: | [35](#i0a2a952d79424e038bc68d580903628b_61) | | |]
| Item 9B. | [added: | |] [Other [removed: Information](#sE4CEB86C08085E6F9D1506549465FB52)] [added: Information](#i0a2a952d79424e038bc68d580903628b_67)] | [removed: [39](#sE4CEB86C08085E6F9D1506549465FB52)] | [added: | [38](#i0a2a952d79424e038bc68d580903628b_67) | | |]
| [removed: [PART III](#s64C3B1715D9258418E418C58AC0D1180)] [added: [PART III](#i0a2a952d79424e038bc68d580903628b_70)] | | | [added: | | | | | |]
| Item 10. | [added: | |] [Directors, Executive Officers, and Corporate [removed: Governance](#sBF70004175825CE8A46579BD01B91A56)] [added: Governance](#i0a2a952d79424e038bc68d580903628b_73)] | [removed: [39](#sBF70004175825CE8A46579BD01B91A56)] | [added: | [38](#i0a2a952d79424e038bc68d580903628b_73) | | |]
| Item 11. | [added: | |] [Executive [removed: Compensation](#s3BDBE77A0677513D86F7CD708E9FC8FE)] [added: Compensation](#i0a2a952d79424e038bc68d580903628b_76)] | [removed: [39](#s3BDBE77A0677513D86F7CD708E9FC8FE)] | [added: | [38](#i0a2a952d79424e038bc68d580903628b_76) | | |]
| Item 12. | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sA50A5420D6EE531391A09D67FA6DD2DA)] [added: Matters](#i0a2a952d79424e038bc68d580903628b_79)] | [removed: [39](#sA50A5420D6EE531391A09D67FA6DD2DA)] | [added: | [38](#i0a2a952d79424e038bc68d580903628b_79) | | |]
| Item 13. | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#s93530AD19E7C5822BD0941041803AE3B)] [added: Independence](#i0a2a952d79424e038bc68d580903628b_82)] | [removed: [39](#s93530AD19E7C5822BD0941041803AE3B)] | [added: | [38](#i0a2a952d79424e038bc68d580903628b_82) | | |]
| Item 14. | [added: | |] [Principal Accounting Fees and [removed: Services](#s7BC59106F5C65FE48F06358705704C03)] [added: Services](#i0a2a952d79424e038bc68d580903628b_85)] | [removed: [39](#s7BC59106F5C65FE48F06358705704C03)] | [added: | [38](#i0a2a952d79424e038bc68d580903628b_85) | | |]
| Item 15. | [added: | |] [Exhibits and Financial Statement [removed: Schedules](#sE202F733609551E087B06B7DBF45BC80)] [added: Schedules](#i0a2a952d79424e038bc68d580903628b_91)] | [removed: [39](#sE202F733609551E087B06B7DBF45BC80)] | [added: | [38](#i0a2a952d79424e038bc68d580903628b_91) | | |]
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
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| [PART I](#i0a2a952d79424e038bc68d580903628b_10) | | | | | | | | |
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| [PART II](#i0a2a952d79424e038bc68d580903628b_31) | | | | | | | | |
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| Item 6. | | | [Reserved](#i0a2a952d79424e038bc68d580903628b_40) | | | [17](#i0a2a952d79424e038bc68d580903628b_40) | | |
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| [PART IV](#i0a2a952d79424e038bc68d580903628b_88) | | | | | | | | |
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| --- | --- | --- |
| [PART I](#s33B802888ACF59A0B064BFEBDDAC0423) | | |
| [PART II](#s00AF220F2A875939A9BF5FA8A5E68A82) | | |
| Item 6. | [Selected Financial Data](#s759459B58E5A57A8AD2A8C016DBE2B70) | [17](#s759459B58E5A57A8AD2A8C016DBE2B70) |
| [PART IV](#sB5549CC2DC2B5D479C830F990457AF4E) | | |
| [SIGNATURES](#s4241B0F81FAD5B9B9CE133054AB24229) | | [45](#s4241B0F81FAD5B9B9CE133054AB24229) |
An excerpt. Shown here: 40 of 41 rewritten, 40 of 42 added and all 11 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 2. Properties
197 rewritten, 41 added, 15 removed, 5 unchanged
The [removed: 164] [added: 167] operating properties in which we owned interests and operated at December 31, [removed: 2019] [added: 2020] averaged 959 square feet of living area per apartment home.
For the year ended December 31, [removed: 2019,] [added: 2020,] no single operating property accounted for greater than 1.5% of our total revenues.
Our stabilized operating properties had a weighted average occupancy rate of approximately [added: 95% and] 96% for [removed: each of] the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019, respectively,] and an average monthly rental revenue per apartment home of [removed: $1,562] [added: $1,599] and [removed: $1,502] [added: $1,562] for the same periods, respectively.
At December 31, [removed: 2019, 147] [added: 2020, 150] of our operating properties had over 200 apartment homes, with the largest having 904 apartment homes.
| Year Placed in Service | [added: | |] Number of Operating Properties | [added: | |]
The following table sets forth information with respect to our [removed: 164] [added: 167] operating properties at December 31, [removed: 2019:][added: 2020:]
| | | [added: | | | |] OPERATING PROPERTIES | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]
| Property and Location | | [added: | | | |] Year [removed: Placed in] [added: Placed in] Service | | [added: | | | |] Average [removed: Apartment Size] [added: Apartment Size] (Sq. Ft.) | | | [added: | | |] Number [removed: of Apartments] [added: of Apartments] | | [removed: 2019] [added: | | | | 2020] Average Occupancy (1) | | | [removed: 2019] [added: | | | 2020] Average Monthly Rental Rate per Apartment (2) | | |
| ARIZONA | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| Phoenix/Scottsdale | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| Camden Chandler | | [added: | | | |] 2016 | | [added: | | | |] 1,146 | | | [added: | | |] 380 | | [removed: 95.7] | [added: | | | 96.2 | |] % | | [added: | |] $ | [removed: 1,462] [added: 1,535] | |
| Camden Copper Square | | [added: | | | |] 2000 | | [added: | | | |] 786 | | | [added: | | |] 332 | | [removed: 96.4] | | | [removed: 1,223] | [added: 95.3] | | [added: | | | | 1,262 | | |]
| Camden Foothills | | [added: | | | |] 2014 | | [added: | | | |] 1,032 | | | [added: | | |] 220 | | [removed: 95.8] | | | [removed: 1,682] | [added: 95.9] | | [added: | | | | 1,754 | | |]
| Camden Legacy | | [added: | | | |] 1996 | | [added: | | | |] 1,067 | | | [added: | | |] 428 | | [removed: 95.0] | | | [removed: 1,384] | [added: 96.0] | | [added: | | | | 1,469 | | |]
| Camden Montierra | | [added: | | | |] 1999 | | [added: | | | |] 1,071 | | | [added: | | |] 249 | | [removed: 96.8] | | | [removed: 1,412] | [added: 96.1] | | [added: | | | | 1,477 | | |]
| Camden North End [added: I] (3) | | [added: | | | |] 2019 | | [added: | | | |] 921 | | | [added: | | |] 441 | | [removed: Lease-Up] | | | [removed: 1,607] | [added: 95.7] | | [added: | | | | 1,618 | | |]
| Camden Old Town Scottsdale [removed: (4)] | | [added: | | | |] 2016 | | [removed: 890] | | | [added: | 892 | | | | | |] 316 | | [removed: 94.1] | | | [removed: 1,719] | [added: 95.5] | | [added: | | | | 1,760 | | |]
[removed: [Table] [added: [Table] of [removed: Contents](#sC933990192A65FB19CEF28ACABC0BD22)][added: Contents](#i0a2a952d79424e038bc68d580903628b_7)]
| Camden Pecos Ranch | | [added: | | | |] 2001 | | [removed: 924] | | | [added: | 949 | | | | | |] 272 | | [removed: 96.6] | [removed: %] | | [removed: $] | [removed: 1,199] [added: 96.3] | | [added: | | | | 1,271 | | |]
| Camden San Marcos | | [added: | | | |] 1995 | | [added: | | | |] 984 | | | [added: | | |] 320 | | [removed: 97.2] | | | [removed: 1,337] | [added: 96.1] | | [added: | | | | 1,420 | | |]
| Camden San Paloma | | [added: | | | |] 1993/1994 | | [added: | | | |] 1,042 | | | [added: | | |] 324 | | [removed: 96.9] | | | [removed: 1,352] | [added: 95.6] | | [added: | | | | 1,425 | | |]
| Camden Sotelo | | [added: | | | |] 2008/2012 | | [added: | | | |] 1,303 | | | [added: | | |] 170 | | [removed: 95.6] | | | [removed: 1,551] | [added: 95.5] | | [added: | | | | 1,600 | | |]
| CALIFORNIA | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| Los Angeles/Orange County | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| Camden Crown Valley | | [added: | | | |] 2001 | | [added: | | | |] 1,009 | | | [added: | | |] 380 | | [removed: 96.8] | | | [removed: 2,119] | [added: 97.4] | | [added: | | | | 2,147 | | |]
| Camden Harbor View (5) | | [added: | | | |] 2004 | | [added: | | | |] 981 | | | [removed: 546] | | [removed: 94.7] | [added: 547] | | [removed: 2,659] | | | [added: | 94.8 | | | | | | 2,606 | | |]
| Camden Main and Jamboree | | [added: | | | |] 2008 | | [added: | | | |] 1,011 | | | [added: | | |] 290 | | [removed: 96.3] | | | [removed: 2,133] | [added: 95.4] | | [added: | | | | 2,164 | | |]
| Camden Martinique | | [added: | | | |] 1986 | | [added: | | | |] 795 | | | [added: | | |] 714 | | [removed: 96.2] | | | [removed: 1,858] | [added: 95.8] | | [added: | | | | 1,890 | | |]
| Camden Sea Palms | | [added: | | | |] 1990 | | [added: | | | |] 891 | | | [added: | | |] 138 | | [removed: 96.1] | | | [removed: 2,169] | [added: 96.8] | | [added: | | | | 2,171 | | |]
| The Camden | | [added: | | | |] 2016 | | [removed: 768] | | | [added: | 767 | | | | | |] 287 | | [removed: 95.5] | | | [removed: 3,202] | [added: 93.0] | | [added: | | | | 3,070 | | |]
| San Diego/Inland Empire | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| Camden Landmark | | [added: | | | |] 2006 | | [added: | | | |] 982 | | | [added: | | |] 469 | | [removed: 95.6] | | | [removed: 1,672] | [added: 95.7] | | [added: | | | | 1,709 | | |]
| Camden Old Creek | | [added: | | | |] 2007 | | [added: | | | |] 1,037 | | | [added: | | |] 350 | | [removed: 96.7] | | | [removed: 2,235] | [added: 96.8] | | [added: | | | | 2,279 | | |]
| Camden Sierra at Otay Ranch | | [added: | | | |] 2003 | | [added: | | | |] 962 | | | [added: | | |] 422 | | [removed: 94.2] | | | [removed: 2,053] | [added: 94.9] | | [added: | | | | 2,120 | | |]
| Camden Tuscany | | [added: | | | |] 2003 | | [removed: 896] | | | [added: | 895 | | | | | |] 160 | | [removed: 95.1] | | | [removed: 2,643] | [added: 94.1] | | [added: | | | | 2,654 | | |]
| Camden Vineyards | | [added: | | | |] 2002 | | [added: | | | |] 1,053 | | | [added: | | |] 264 | | [removed: 96.4] | | | [removed: 1,808] | [added: 96.9] | | [added: | | | | 1,848 | | |]
| COLORADO | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| Denver | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| Camden Belleview Station | | [added: | | | |] 2009 | | [added: | | | |] 888 | | | [added: | | |] 270 | | [removed: 95.9] | | | [removed: 1,507] | [added: 95.0] | | [added: | | | | 1,548 | | |]
| Camden Caley | | [added: | | | |] 2000 | | [removed: 925] | | | [added: | 921 | | | | | |] 218 | | [removed: 94.9] | | | [removed: 1,516] | [added: 96.2] | | [added: | | | | 1,547 | | |]
Our average resident lease terms are approximately fourteen months.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| 2016-2020 | | | 20 | | |
| 2011-2015 | | | 23 | | |
| 2006-2010 | | | 35 | | |
| 2001-2005 | | | 31 | | |
| 1996-2000 | | | 42 | | |
| Prior to 1996 | | | 16 | | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Camden Tempe (4) | | | | | | 2015 | | | | | | 1,033 | | | | | | 234 | | | | | | 95.3 | | | | | | 1,583 | | |
| Camden Glendale | | | | | | 2015 | | | | | | 893 | | | | | | 307 | | | | | | 93.7 | | | | | | 2,447 | | |
| Camden RiNo (6) | | | | | | 2020 | | | | | | 828 | | | | | | 233 | | | | | | Lease-up | | | | | | 1,929 | | |
[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | OPERATING PROPERTIES | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Property and Location | | | | | | Year Placed in Service | | | | | | Average Apartment Size (Sq. Ft.) | | | | | | Number of Apartments | | | | | | 2020 Average Occupancy (1) | | | | | | 2020 Average Monthly Rental Rate per Apartment (2) | | |
[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | OPERATING PROPERTIES | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Property and Location | | | | | | Year Placed in Service | | | | | | Average Apartment Size (Sq. Ft.) | | | | | | Number of Apartments | | | | | | 2020 Average Occupancy (1) | | | | | | 2020 Average Monthly Rental Rate per Apartment (2) | | |
| Camden Grandview II (3) | | | | | | 2019 | | | | | | 2,241 | | | | | | 28 | | | | | | 95.1 | | | | | | 3,401 | | |
[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | OPERATING PROPERTIES | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Property and Location | | | | | | Year Placed in Service | | | | | | Average Apartment Size (Sq. Ft.) | | | | | | Number of Apartments | | | | | | 2020 Average Occupancy (1) | | | | | | 2020 Average Monthly Rental Rate per Apartment (2) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Camden Cypress Creek II (6) (7) | | | | | | 2020 | | | | | | 950 | | | | | | 234 | | | | | | Lease-up | | | | | | 1,356 | | |
| Camden Downtown I (6) | | | | | | 2020 | | | | | | 1,052 | | | | | | 271 | | | | | | Lease-Up | | | | | | 2,647 | | |
[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | OPERATING PROPERTIES | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Property and Location | | | | | | Year Placed in Service | | | | | | Average Apartment Size (Sq. Ft.) | | | | | | Number of Apartments | | | | | | 2020 Average Occupancy (1) | | | | | | 2020 Average Monthly Rental Rate per Apartment (2) | | |
*(4)Property formerly known as Camden Hayden.*
Resident lease terms generally range from twelve to fifteen months.
| | |
| --- | --- |
| 2015-2019 | 25 |
| 2010-2014 | 18 |
| 2005-2009 | 33 |
| 2000-2004 | 42 |
| 1995-1999 | 36 |
| Prior to 1995 | 10 |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Camden Hayden | | 2015 | | 1,043 | | | 234 | | 94.9 | | | 1,527 | | |
| Camden Glendale | | 2015 | | 882 | | | 303 | | 95.2 | | | 2,486 | | |
| Camden Grandview II (3) | | 2019 | | 2,242 | | | 28 | | Lease-Up | | | 3,968 | | |
| *(4)* | *Property acquired in* *2019* *- the average occupancy was calculated from the date the property was acquired.* |
An excerpt. Shown here: 40 of 197 rewritten, 40 of 41 added and all 15 removed. The counts are complete. For every sentence, read Item 2. Properties in the FY2020 filing and the FY2019 filing.
Item 4. Mine Safety Disclosures
1 rewritten, 0 added, 0 removed, 2 unchanged
[removed: [Table] [added: [Table] of [removed: Contents](#sC933990192A65FB19CEF28ACABC0BD22)][added: Contents](#i0a2a952d79424e038bc68d580903628b_7)]
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
13 rewritten, 17 added, 7 removed, 7 unchanged
Our common shares are traded on the New York Stock Exchange under the symbol "CPT." As of February [removed: 13, 2020,] [added: 11, 2021,] there were approximately [removed: 340] [added: 321] shareholders of record and [removed: 51,751] [added: 56,658] beneficial owners of our common shares.
In the first quarter of [removed: 2020,] [added: 2021,] the Company's Board of Trust Managers declared a first quarter dividend of $0.83 per common share to our common shareholders of record as of March 31, [removed: 2020.][added: 2021.]
Assuming similar dividend distributions for the remainder of [removed: 2020,] [added: 2021,] our annualized dividend rate for [removed: 2020] [added: 2021] would be [removed: $3.32 as compared to a dividend rate of $3.20 in 2019.][added: $3.32.]
The following graph assumes the investment of $100 on December 31, [removed: 2014] [added: 2015] and quarterly reinvestment of dividends, including a special dividend of $4.25 paid in September 2016.
[removed: ][added: ]
| Index | [removed: 2015] | | | | [added: | | | | | | | | | |] 2016 | | | | [added: | |] 2017 | | | | [added: | |] 2018 | | | | [added: | |] 2019 | | | [added: | | | 2020 | | |]
[removed: [Table] [added: [Table] of [removed: Contents](#sC933990192A65FB19CEF28ACABC0BD22)][added: Contents](#i0a2a952d79424e038bc68d580903628b_7)]
In [removed: May 2017,] [added: June 2020,] we created an at-the market ("ATM") share offering program through which we can, but have no obligation to, sell common shares [removed: having] [added: and we may also enter into separate forward sale agreements with forward purchasers for] an aggregate offering price of up to [removed: $315.3] [added: $362.7] million (the [removed: "2017] [added: "2020] 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.
During the [removed: years] [added: year] ended December 31, [removed: 2019 and 2017,] [added: 2019,] we issued approximately 0.2 million [removed: and 28.1 thousand] common [removed: shares, respectively,] [added: shares] under the 2017 ATM program for a total net consideration of approximately $24.8 [removed: million and $2.5 million, respectively.][added: million.]
We did not sell any shares under the 2017 ATM Program during the year ended December 31, [removed: 2018.][added: 2018, or through the period in 2020 before it was terminated.]
The proceeds from the sale of our common shares under the [removed: 2017] [added: 2020] ATM program are intended to be used for general corporate purposes, which may include reducing future borrowings under our [added: $900 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.
As of the date of this filing, we had common shares having an aggregate offering price of up to [removed: $287.7] [added: $362.7] million remaining available for sale under the [removed: 2017] [added: 2020] ATM program.
[removed: No additional shares] [added: There] were [removed: sold] [added: no repurchases] under [removed: the 2017 ATM] [added: this] program [removed: subsequent to] [added: for the years ended] December 31, 2019 [added: or 2020 or] through the date of this filing.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Camden Property Trust | | | | | | | | | | | | | | | $ | 119.23 | | | | | $ | 135.11 | | | | | $ | 133.74 | | | | | $ | 166.11 | | | | | $ | 162.29 | |
| FTSE NAREIT Equity | | | | | | | | | | | | | | | 108.52 | | | | | | 114.19 | | | | | | 108.91 | | | | | | 137.23 | | | | | | 126.25 | | |
| S&P 500 | | | | | | | | | | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |
| Russell 2000 | | | | | | | | | | | | | | | 121.31 | | | | | | 139.08 | | | | | | 123.76 | | | | | | 155.35 | | | | | | 186.36 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The 2020 ATM program permits the use of forward sales agreements which allows us to lock in a share price on the sale of common shares at the time the agreement is executed, but defer receiving the proceeds from the sale of shares until a later date.
If we enter into a forward sale agreement, we expect the relevant forward purchasers will borrow from third parties and, through the relevant sales agent, acting in its role as forward seller, sell a number of common shares equal to the number of shares underlying the agreement.
Under this scenario, we would not initially receive any proceeds from any sale of borrowed shares by the forward seller.
We expect to physically settle each forward sale agreement with the relevant forward purchaser on or prior to the maturity date of a particular forward sale agreement by issuing our common shares in return for the receipt of aggregate net cash proceeds at settlement equal to the number of common shares underlying the particular forward sale agreement multiplied by the relevant forward sale price.
However, at our sole discretion, we may also elect to cash settle or net share settle a particular forward sale agreement, in which case we may not receive any proceeds from the issuance of common shares, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver common shares (in the case of net share settlement).
During the year ended December 31, 2020 and through the date of this filing, we did not enter into any forward sale agreements nor were there any shares sold under the 2020 ATM program.
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").
We terminated the 2017 ATM program in the second quarter of 2020 concurrently with the establishment of the 2020 ATM program, with shares with an offering price of $287.7 million remaining available for sale.
Upon termination, no further common shares were available for sale under the 2017 ATM program.
| | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Camden Property Trust | $ | 107.92 | | | $ | 128.68 | | | $ | 145.81 | | | $ | 144.33 | | | $ | 179.26 | |
| FTSE NAREIT Equity | 103.20 | | | | 111.99 | | | | 117.84 | | | | 112.39 | | | | 141.61 | | |
| S&P 500 | 101.38 | | | | 113.51 | | | | 138.29 | | | | 132.23 | | | | 173.86 | | |
| Russell 2000 | 95.59 | | | | 115.95 | | | | 132.94 | | | | 118.30 | | | | 148.49 | | |
There were no repurchases under this program for the years ended December 31, 2017 or 2019 or through the date of this filing.
Item 6. Reserved
1 rewritten, 1 added, 50 removed, 0 unchanged
[removed: [Table] [added: [Table] of [removed: Contents](#sC933990192A65FB19CEF28ACABC0BD22)][added: Contents](#i0a2a952d79424e038bc68d580903628b_7)]
N/A.
The following table provides selected financial data relating to our historical financial condition and results of operations as of and for each of the years ended December 31, 2015 through 2019.
This data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes.
Prior year amounts have been reclassified for discontinued operations.
COMPARATIVE SUMMARY OF SELECTED FINANCIAL AND PROPERTY DATA
| | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Year Ended December 31, | | | | | | | | | | | | | | | | | | |
| *(in thousands, except per share amounts and property data)* | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |
| Operating Data (a) | | | | | | | | | | | | | | | | | | | |
| Property revenues | $ | 1,028,461 | | | $ | 954,505 | | | $ | 900,896 | | | $ | 876,447 | | | $ | 835,618 | |
| Total property expenses | 366,347 | | | | 343,579 | | | | 328,742 | | | | 311,355 | | | | 301,000 | | |
| Total non-property income | 33,480 | | | | 2,797 | | | | 27,795 | | | | 14,577 | | | | 7,332 | | |
| Total other expenses | 522,924 | | | | 459,441 | | | | 447,595 | | | | 425,190 | | | | 412,022 | | |
| Income from continuing operations attributable to common shareholders | 219,623 | | | | 156,128 | | | | 196,422 | | | | 436,981 | | | | 229,565 | | |
| Net income attributable to common shareholders | 219,623 | | | | 156,128 | | | | 196,422 | | | | 819,823 | | | | 249,315 | | |
| Earnings per common share from continuing operations: | | | | | | | | | | | | | | | | | | | |
| Basic | $ | 2.23 | | | $ | 1.63 | | | $ | 2.14 | | | $ | 4.81 | | | $ | 2.55 | |
| Diluted | 2.22 | | | | 1.63 | | | | 2.13 | | | | 4.79 | | | | 2.54 | | |
| Total earnings per common share: | | | | | | | | | | | | | | | | | | | |
| Basic | $ | 2.23 | | | $ | 1.63 | | | $ | 2.14 | | | $ | 9.08 | | | $ | 2.77 | |
| Diluted | 2.22 | | | | 1.63 | | | | 2.13 | | | | 9.05 | | | | 2.76 | | |
| Distributions declared per common share | $ | 3.20 | | | $ | 3.08 | | | $ | 3.00 | | | $ | 3.00 | | | $ | 2.80 | |
| Special dividend per common share (b) | $ | — | | | $ | — | | | $ | — | | | $ | 4.25 | | | $ | — | |
| Balance Sheet Data (at end of year) | | | | | | | | | | | | | | | | | | | |
| Total real estate assets, at cost (c) | $ | 9,115,793 | | | $ | 8,328,475 | | | $ | 7,667,743 | | | $ | 7,376,690 | | | $ | 7,387,597 | |
| Total assets | 6,748,504 | | | | 6,219,586 | | | | 6,173,748 | | | | 6,028,152 | | | | 6,037,612 | | |
| Notes payable | 2,524,099 | | | | 2,321,603 | | | | 2,204,598 | | | | 2,480,588 | | | | 2,724,687 | | |
| Non-qualified deferred compensation share awards | — | | | | 52,674 | | | | 77,230 | | | | 77,037 | | | | 79,364 | | |
| Equity | 3,701,724 | | | | 3,385,104 | | | | 3,484,714 | | | | 3,095,553 | | | | 2,892,896 | | |
| Other Data | | | | | | | | | | | | | | | | | | | |
| Cash flows provided by (used in): | | | | | | | | | | | | | | | | | | | |
| Operating activities | $ | 555,597 | | | $ | 503,747 | | | $ | 434,656 | | | $ | 443,063 | | | $ | 423,238 | |
| Investing activities | (792,445 | | ) | | (640,921 | | ) | | (189,754 | | ) | | 690,412 | | | | (293,235 | | ) |
| Financing activities | 220,744 | | | | (197,028 | | ) | | (112,923 | | ) | | (904,237 | | ) | | (273,231 | | ) |
| Funds from operations – diluted (d) | 505,388 | | | | 463,982 | | | | 424,072 | | | | 425,464 | | | | 414,497 | | |
| Adjusted funds from operations – diluted (d) | 433,216 | | | | 391,686 | | | | 359,314 | | | | 366,380 | | | | 350,328 | | |
| Property Data | | | | | | | | | | | | | | | | | | | |
| Number of operating properties (at the end of year) (e) | 164 | | | | 161 | | | | 155 | | | | 152 | | | | 172 | | |
| Number of operating apartment homes (at end of year) (e) | 56,107 | | | | 55,160 | | | | 53,033 | | | | 52,793 | | | | 59,792 | | |
| Number of operating apartment homes (weighted average) (e) (f) | 48,549 | | | | 46,925 | | | | 46,210 | | | | 46,934 | | | | 47,088 | | |
An excerpt. Shown here: all 1 rewritten, all 1 added and 40 of 50 removed. The counts are complete. For every sentence, read Item 6. Reserved in the FY2020 filing and the FY2019 filing.
Item 9A. Controls and Procedures
13 rewritten, 7 added, 6 removed, 23 unchanged
[removed: [Table] [added: [Table] of [removed: Contents](#sC933990192A65FB19CEF28ACABC0BD22)][added: Contents](#i0a2a952d79424e038bc68d580903628b_7)]
[removed: | • |] [added: -] Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; [removed: |]
[removed: | • |] [added: -] Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and receipts and expenditures of the Company are being made only in accordance with authorizations of management and Board of Trust Managers of the Company; and [removed: |]
[removed: | • |] [added: -] Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. [removed: |]
Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]
Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, [removed: 2019.][added: 2020.]
We have audited the internal control over financial reporting of Camden Property Trust and subsidiaries (the “Company”) as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control [removed: -] [added: —] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control [removed: -] [added: —] Integrated Framework (2013)* issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2019,] [added: 2020,] of the Company and our report dated February [removed: 20, 2020,] [added: 18, 2021,] expressed an unqualified opinion on those financial statements.
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and [removed: directors] [added: Trust Managers] of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may [removed: deteriorate.][added: deteriorate.]
| /s/ DELOITTE & TOUCHE LLP | [added: | |]
| Houston, Texas | [added: | |]
February 18, 2021
[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
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| February 18, 2021 | | |
[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
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February 20, 2020
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| February 20, 2020 |
Item 10. Directors, Executive Officers, and Corporate Governance
1 rewritten, 0 added, 0 removed, 0 unchanged
Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, [removed: 2020] [added: 2021] in connection with the Annual Meeting of Shareholders to be held on or about May 13, [removed: 2020.][added: 2021.]
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, [removed: 2020] [added: 2021] in connection with the Annual Meeting of Shareholders to be held on or about May 13, [removed: 2020.][added: 2021.]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, [removed: 2020] [added: 2021] in connection with the Annual Meeting of Shareholders to be held on or about May 13, [removed: 2020.][added: 2021.]
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
Information with respect to this Item 13 is incorporated [removed: herein] by reference from our Proxy Statement, which we expect to file on or about March 24, [removed: 2020] [added: 2021] in connection with the Annual Meeting of Shareholders to be held on or about May 13, [removed: 2020.][added: 2021.]
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
Information with respect to this Item 14 is incorporated [removed: herein] by reference from our Proxy Statement, which we expect to file on or about March 24, [removed: 2020] [added: 2021] in connection with the Annual Meeting of Shareholders to be held on or about May 13, [removed: 2020.][added: 2021.]
Item 15. Exhibits and Financial Statement Schedules
92 rewritten, 112 added, 8 removed, 4 unchanged
| (1) Financial Statements: | | [added: | | | |]
| [Report of Independent Registered Public Accounting [removed: Firm](#sA4774131331B5FE0BC5AFF5793DAC967)] [added: Firm](#i0a2a952d79424e038bc68d580903628b_100)] | [removed: [F-1](#sA4774131331B5FE0BC5AFF5793DAC967)] | [added: | F-1 | | |]
| [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#s9E1D794607CA57D2A1B0FB2B8BF20A54)] [added: 2019](#i0a2a952d79424e038bc68d580903628b_103)] | [removed: [F-3](#s9E1D794607CA57D2A1B0FB2B8BF20A54)] | [added: | F-3 | | |]
| [Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#s24470FEFFAF354C6BBA32DB3BAFC4852)] [added: 2018](#i0a2a952d79424e038bc68d580903628b_109)] | [removed: [F-4](#s24470FEFFAF354C6BBA32DB3BAFC4852)] | [added: | F-4 | | |]
| [Consolidated Statements of Equity for the Years Ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#sF865FD7163FF54E391760B1353E5FF9D)] [added: 2018](#i0a2a952d79424e038bc68d580903628b_112)] | [removed: [F-6](#sF865FD7163FF54E391760B1353E5FF9D)] | [added: | F-6 | | |]
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#s239D7553897A525EB8FBFEA608B9AB21)] [added: 2018](#i0a2a952d79424e038bc68d580903628b_118)] | [removed: [F-8](#s239D7553897A525EB8FBFEA608B9AB21)] | [added: | F-8 | | |]
| [Notes to Consolidated Financial [removed: Statements](#sE6773AE9191252A8A3858E936B1DAA63)] [added: Statements](#i0a2a952d79424e038bc68d580903628b_121)] | [removed: [F-10](#sE6773AE9191252A8A3858E936B1DAA63)] | [added: | F-10 | | |]
| (2) Financial Statement Schedules: | | [added: | | | |]
| [Schedule III – Real Estate and Accumulated [removed: Depreciation](#s4A13296E29DC5645A89ADE6DC0BA2795)] [added: Depreciation](#i0a2a952d79424e038bc68d580903628b_199)] | [removed: [S-1](#s4A13296E29DC5645A89ADE6DC0BA2795)] | [added: | S-1 | | |]
| [Schedule IV – Mortgage Loans on Real [removed: Estate](#s0919C5CA9E6D58F3BD35AB5CD7135995)] [added: Estate](#i0a2a952d79424e038bc68d580903628b_205)] | [removed: [S-3](#s0919C5CA9E6D58F3BD35AB5CD7135995)] | [added: | S-8 | | |]
[removed: [Table] [added: [Table] of [removed: Contents](#sC933990192A65FB19CEF28ACABC0BD22)][added: Contents](#i0a2a952d79424e038bc68d580903628b_7)]
| Exhibit No. | | [added: | | | |] Description | | [added: | | | |] Filed Herewith or Incorporated Herein by Reference (1) | [added: | |]
| 3.1 | | [added: | | | |] Amended and Restated Declaration of Trust of Camden Property Trust (2) | | [added: | | | |] Exhibit 3.1 to Form 10-K for the year ended December 31, 1993 - Rule 311-P | [added: | |]
| [3.2](http://www.sec.gov/Archives/edgar/data/906345/0000950129-97-003350.txt) | | [added: | | | |] Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust | | [added: | | | |] Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 1997 | [added: | |]
| [3.3](http://www.sec.gov/Archives/edgar/data/906345/000090634512000009/exhibit31.htm) | | [added: | | | |] Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust | | [added: | | | |] Exhibit 3.1 to Form 8-K filed on May 14, 2012 | [added: | |]
| [removed: [3.4](http://www.sec.gov/Archives/edgar/data/906345/000090634513000007/exhibit991.htm)] [added: [3.4](http://www.sec.gov/Archives/edgar/data/906345/000090634521000004/ex31-camdenfifthamendedand.htm)] | | [removed: Third] [added: | | | | Fifth] Amended and Restated Bylaws of Camden Property Trust | | [added: | | | |] Exhibit 99.1 to Form 8-K filed on [removed: March 12, 2013] [added: February 2, 2021] | [added: | |]
| [removed: [3.5](http://www.sec.gov/Archives/edgar/data/906345/000119312519202574/d24158dex31.htm)] [added: [10.35](http://www.sec.gov/Archives/edgar/data/906345/000090634519000006/cpt12312018-ex1035.htm)] | | [removed: Fourth] [added: | | | |] Amended and Restated [removed: Bylaws of] Camden Property Trust [added: Non-Qualified Deferred Compensation Plan] | | [added: | | | |] Exhibit [removed: 3.1] [added: 10.35] to Form [removed: 8-K] [added: 10-K] filed on [removed: July 25,] [added: February 15,] 2019 | [added: | |]
| 4.1 | | [added: | | | |] Specimen certificate for Common Shares of Beneficial Interest (2) | | [added: | | | |] Form S-11 filed on September 15, 1993 (Registration No. 33-68736) - Rule 311-P | [added: | |]
| [4.2](http://www.sec.gov/Archives/edgar/data/906345/000095013403002186/d03095exv4w1.txt) | | [added: | | | |] Indenture for Senior Debt Securities dated as of February 11, 2003 between Camden Property Trust and U. S. Bank National Association, as successor to SunTrust Bank, as Trustee | | [added: | | | |] Exhibit 4.1 to Form S-3 filed on February 12, 2003 (Registration No. 333-103119) | [added: | |]
| [4.3](http://www.sec.gov/Archives/edgar/data/906345/000095013407010459/d46395exv4w2.htm) | | [added: | | | |] First Supplemental Indenture dated as of May 4, 2007 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee | | [added: | | | |] Exhibit 4.2 to Form 8-K filed on May 7, 2007 | [added: | |]
| [4.4](http://www.sec.gov/Archives/edgar/data/906345/000095012311056349/d82770exv4w3.htm) | | [added: | | | |] Second Supplemental Indenture dated as of June 3, 2011 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee | | [added: | | | |] Exhibit 4.3 to Form 8-K filed on June 3, 2011 | [added: | |]
| [4.5](http://www.sec.gov/Archives/edgar/data/906345/000119312518293179/d614979dex44.htm) | | [added: | | | |] Third Supplemental Indenture dated as of October 4, 2018 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee | | [added: | | | |] Exhibit 4.4 to Form 8-K filed on October 4, 2018 | [added: | |]
| [4.6](http://www.sec.gov/Archives/edgar/data/906345/000095013404018130/d20386sv4.htm) | | [added: | | | |] Registration Rights Agreement dated as of February 28, 2005 between Camden Property Trust and the holders named therein | | [added: | | | |] Form S-4 filed on November 24, 2004 (Registration No. 333-120733) | [added: | |]
| [4.7](http://www.sec.gov/Archives/edgar/data/906345/000119312512495135/d450447dex44.htm) | | [added: | | | |] Form of Camden Property Trust 2.95% Note due 2022 | | [added: | | | |] Exhibit 4.4 to Form 8-K filed on December 7, 2012 | [added: | |]
| [4.8](http://www.sec.gov/Archives/edgar/data/906345/000095012311056349/d82770exv4w5.htm) | | [added: | | | |] Form of Camden Property Trust 4.875% Note due 2023 | | [added: | | | |] Exhibit 4.5 to Form 8-K filed on June 3, 2011 | [added: | |]
| [4.9](http://www.sec.gov/Archives/edgar/data/906345/000119312513458752/d637796dex41.htm) | | [added: | | | |] Form of Camden Property Trust 4.250% Note due 2024 | | [added: | | | |] Exhibit 4.1 to Form 8-K filed on December 2, 2013 | [added: | |]
| [4.10](http://www.sec.gov/Archives/edgar/data/906345/000090634514000020/exhibit41.htm) | | [added: | | | |] Form of Camden Property Trust 3.50% Note due 2024 | | [added: | | | |] Exhibit 4.1 to Form 8-K filed on September 12, 2014 | [added: | |]
| [4.11](http://www.sec.gov/Archives/edgar/data/906345/000119312518293179/d614979dex45.htm) | | [added: | | | |] Form of Camden Property Trust 4.100% Note due 2028 | | [added: | | | |] Exhibit 4.5 to Form 8-K filed on October 4, 2018 | [added: | |]
| [4.12](http://www.sec.gov/Archives/edgar/data/906345/000119312519174375/d724903dex45.htm) | | [added: | | | |] Form of Camden Property Trust 3.150% Note due 2029 | | [added: | | | |] Exhibit 4.5 to Form 8-K filed on June 17, 2019 | [added: | |]
| [4.13](http://www.sec.gov/Archives/edgar/data/906345/000119312519263579/d815416dex45.htm) | | [added: | | | |] Form of Camden Property Trust 3.350% Note due 2049 | | [added: | | | |] Exhibit 4.5 to Form 8-K filed on October 7, 2019 | [added: | |]
| 10.1 | | [added: | | | |] Form of Indemnification Agreement between Camden Property Trust and certain of its trust managers and executive officers (2) | | [added: | | | |] Form S-11 filed on July 9, 1993 (Registration No. 33-63588) - Rule 311-P | [added: | |]
| [10.2](http://www.sec.gov/Archives/edgar/data/906345/000090634503000082/exh10_1-2qtr03.htm) | | [added: | | | |] Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and Richard J. Campo | | [added: | | | |] Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2003 | [added: | |]
| [10.3](http://www.sec.gov/Archives/edgar/data/906345/000090634503000082/exh10_2-2qtr03.htm) | | [added: | | | |] Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and D. Keith Oden | | [added: | | | |] Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2003 | [added: | |]
| [10.4](http://www.sec.gov/Archives/edgar/data/906345/000136231007003207/c71698exv99w1.htm) | | [added: | | | |] Form of First Amendment to Second Amended and Restated Employment Agreements, effective as of January 1, 2008, between Camden Property Trust and each of Richard J. Campo and D. Keith Oden | | [added: | | | |] Exhibit 99.1 to Form 8-K filed on November 30, 2007 | [added: | |]
| [10.5](http://www.sec.gov/Archives/edgar/data/906345/000095013408005002/d55020exv99w1.htm) | | [added: | | | |] Second Amendment to Second Amended and Restated Employment Agreement, dated as of March 14, 2008, between Camden Property Trust and D. Keith Oden | | [added: | | | |] Exhibit 99.1 to Form 8-K filed on March 18, 2008 | [added: | |]
| [10.6](http://www.sec.gov/Archives/edgar/data/906345/0000906345-97-000050.txt) | | [added: | | | |] Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers | | [added: | | | |] Exhibit 10.13 to Form 10-K for the year ended December 31, 1996 | [added: | |]
| [10.7](http://www.sec.gov/Archives/edgar/data/906345/000136231008006595/c76715exv99w1.htm) | | [added: | | | |] Second Amended and Restated Employment Agreement, dated November 3, 2008, between Camden Property Trust and H. Malcolm Stewart | | [added: | | | |] Exhibit 99.1 to Form 8-K filed on November 4, 2008 | [added: | |]
| [10.8](http://www.sec.gov/Archives/edgar/data/906345/000136231007003207/c71698exv99w5.htm) | | [added: | | | |] Second Amended and Restated Camden Property Trust Key Employee Share Option Plan (KEYSOP™), effective as of January 1, 2008 | | [added: | | | |] Exhibit 99.5 to Form 8-K filed on November 30, 2007 | [added: | |]
| [10.9](http://www.sec.gov/Archives/edgar/data/906345/000136231008007970/c78096exv99w1.htm) | | [added: | | | |] Amendment No. 1 to Second Amended and Restated Camden Property Trust Key Employee Share Option Plan, effective as of January 1, 2008 | | [added: | | | |] Exhibit 99.1 to Form 8-K filed on December 8, 2008 | [added: | |]
| [10.10](http://www.sec.gov/Archives/edgar/data/906345/000090634504000036/cpt03exh_10.htm) | | [added: | | | |] Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees | | [added: | | | |] Exhibit 10.7 to Form 10-K for the year ended December 31, 2003 | [added: | |]
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| [4.14](http://www.sec.gov/Archives/edgar/data/906345/000119312520113116/d890028dex45.htm) | | | | | | Form of Camden Property Trust 2.800% Note due 2030 | | | | | | Exhibit 4.5 to Form 8-K filed on April 21, 2020 | | |
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| [4.15](http://www.sec.gov/Archives/edgar/data/906345/000119312520113116/d890028dex46.htm) | | | | | | Form of Camden Property Trust 2.800% Note due 2030 | | | | | | Exhibit 4.6 to Form 8-K filed on April 21, 2020 | | |
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| [4.16](http://www.sec.gov/Archives/edgar/data/906345/000090634520000016/cpt12312019ex414.htm) | | | | | | Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | | | | | | Exhibit 4.14 to Form 10-K/A filed on March 6, 2020 | | |
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[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
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| Exhibit No. | | | | | | Description | | | | | | Filed Herewith or Incorporated Herein by Reference (1) | | |
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| [10.35](http://www.sec.gov/Archives/edgar/data/906345/000090634519000006/cpt12312018-ex1035.htm) | | Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan | | Exhibit 10.35 to Form 10-K filed on February 15, 2019 |
| [10.41](http://www.sec.gov/Archives/edgar/data/915773/000095014401505331/g70838ex10-1.txt) | | Employment Agreement dated February 15, 1999, by and among William F. Paulsen, Summit Properties Inc. and Summit Management Company, as restated on April 3, 2001 | | Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 000-12792) |
| [10.42](http://www.sec.gov/Archives/edgar/data/915773/000091577304000042/spiex1082mcguire.htm) | | Amendment Agreement, dated as of June 19, 2004, among William F. Paulsen, Summit Properties Inc. and Summit Management Company | | Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792) |
| [10.49](http://www.sec.gov/Archives/edgar/data/906345/000090634517000031/exhibit15wellsfargo_distri.htm) | | Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Wells Fargo Securities, LLC | | Exhibit 1.5 to Form 8-K filed on May 16, 2017 |
An excerpt. Shown here: 40 of 92 rewritten, 40 of 112 added and all 8 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2020 filing and the FY2019 filing.
Item 16. Summary
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| February [removed: 20, 2020] [added: 18, 2021] | | | | [added: | | | | | | | |] CAMDEN PROPERTY TRUST | | | [added: | | | | | |]
| | | | | [added: | | | | | | | |] By: | | [added: | | | |] /s/ Michael P. Gallagher | [added: | |]
| | | | | | | [added: | | | | | | | | | | | |] Michael P. Gallagher | [added: | |]
| | | | | | | [added: | | | | | | | | | | | |] Senior Vice President — Chief Accounting Officer | [added: | |]
| Name | | [added: | | | |] Title | | [added: | | | |] Date | [added: | |]
| /s/ Richard J. Campo | | [added: | | | |] Chairman of the Board of Trust | | [added: | | | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |]
| Richard J. Campo | | [added: | | | |] Managers and Chief Executive Officer (Principal Executive Officer) | | | [added: | | | | | |]
| /s/ D. Keith Oden | | [added: | | | |] Executive Vice Chairman of the Board of Trust | | [added: | | | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |]
| D. Keith Oden | | [added: | | | |] Managers | | | [added: | | | | | |]
| /s/ Alexander J. Jessett | | [added: | | | |] Executive Vice President - [removed: Finance,] [added: Finance and] | | [added: | | | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |]
| Alexander J. Jessett | | [added: | | | |] Chief Financial Officer [removed: and Treasurer] (Principal Financial Officer) | | | [added: | | | | | |]
| /s/ Michael P. Gallagher | | [added: | | | |] Senior Vice President - Chief Accounting | | [added: | | | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |]
| Michael P. Gallagher | | [added: | | | |] Officer (Principal Accounting Officer) | | | [added: | | | | | |]
| Heather J. Brunner | | [added: | | | |] Trust Manager | | [added: | | | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |]
| Scott S. Ingraham | | [added: | | | |] Trust Manager | | [added: | | | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |]
| Renu Khator | | [added: | | | |] Trust Manager | | [added: | | | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |]
| William [removed: B. McGuire, Jr.] [added: F. Paulsen] | | [added: | | | |] Trust Manager | | [added: | | | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |]
| Frances Aldrich Sevilla-Sacasa | | [added: | | | |] Trust Manager | | [added: | | | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |]
| Steven A. Webster | | [added: | | | |] Trust Manager | | [added: | | | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |]
| Kelvin R. Westbrook | | [added: | | | |] Trust Manager | | [added: | | | |] February [removed: 20, 2020] [added: 18, 2021] | [added: | |]
| *By: /s/ Alexander J. Jessett | | | | | [added: | | | | | | | | | |]
| Alexander J. Jessett *Attorney-in-fact* | | | | | [added: | | | | | | | | | |]
We have audited the accompanying consolidated balance sheets of Camden Property Trust and subsidiaries (the "Company") as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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, [removed: 2019,] [added: 2020,] 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, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control [removed: -] [added: —] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 20, 2020,] [added: 18, 2021,] expressed an unqualified opinion on the Company's internal control over financial reporting.
The communication of [added: this] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
The Company’s evaluation of properties under development, including land (“properties under [removed: development”),] [added: development”)] for impairment involves an initial assessment to determine whether events or changes in circumstances indicate that the carrying amount of properties under development may not be recoverable.
Possible indications of impairment of properties under development may include deterioration of market conditions or changes in the Company’s development strategy that may significantly affect key assumptions [removed: used in fair value estimates.][added: used.]
The Company considers projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in the assessment of whether impairment [removed: conditions] [added: indicators] exist.
The Company makes significant [removed: assumptions, such as] [added: assumptions regarding expected market conditions, including] project start date, [added: projected construction costs,] as well as estimates of demand for multifamily communities, market rents, economic conditions, and occupancies, to evaluate properties under development [removed: for possible indications of impairment.]
[added: Changes in these assumptions could] have a significant impact on concluding whether impairment indications exist, which would require a recoverability test to be performed for the properties under development.
As of December 31, [removed: 2019,] [added: 2020,] the Company’s properties under development had an aggregate book value of [removed: $512.3] [added: $564.2] million, and no impairment loss has been recognized for the year ended December 31, [removed: 2019.][added: 2020.]
Given the Company’s evaluation of [removed: impairment indicators for the] properties under development [added: for impairment indicators] requires management to make judgments related to [removed: significant] [added: the] assumptions described above, performing audit procedures to evaluate whether management appropriately identified events or changes in circumstances indicating that the carrying amounts may not be recoverable required a high degree of auditor judgment.
Our audit procedures related to the evaluation of [removed: properties] [added: property] under development for possible indications of impairment included the following, among others:
[removed: | • |] [added: -] We tested the effectiveness of controls over management’s process of identifying indicators of asset impairment, including controls over management’s estimates of projected occupancy and market rent, projected construction costs, and other market and economic assumptions. [removed: |]
[removed: | • |] [added: -] We evaluated the reasonableness of management’s impairment indicator analysis by performing the following procedures: [removed: |]
[removed: | ◦ | Compared] [added: ◦Compared] projected net operating income growth, occupancy rate, and capitalization rate for each property to market averages from [removed: third-party] [added: third party] market reports and to the Company’s [added: historical] financial performance for operating properties in the same or nearby [removed: markets. |][added: markets;]
[removed: | ◦ | Discussed] [added: ◦Discussed] with management and read [added: minutes for] Board of Trust [removed: Managers' meeting minutes] [added: Managers and Investment Committee meetings] to determine if there were any significant adverse changes in legal factors or in the business climate that could affect management’s plans for properties under development, including if it is more likely than not that [removed: the properties] [added: any property] under development will be sold, not developed, or otherwise disposed of significantly before the end of its previously estimated useful [removed: life. |][added: life;]
[removed: | • |] [added: -] We performed a search for [removed: negative] [added: contradictory] evidence by reading [removed: third-party] [added: third party] market reports to evaluate management’s analysis to identify any significant changes in economic factors, industry factors, or other [removed: adverse] events that may result in an impairment indicator. [removed: |]
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[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
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| Mark D. Gibson | | | | | | Trust Manager | | | | | | February 18, 2021 | | |
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[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
for possible indications of impairment.
◦Performed a retrospective lookback review of completed development properties to determine if management’s projected costs, construction completion date, and stabilized net operating income during development were comparable to actual results ultimately realized.
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[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
| | | | $ | 8,988,962 | | | | | $ | 8,603,474 | |
[Table of Contents](#i0a2a952d79424e038bc68d580903628b_7)
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| William F. Paulsen | | Trust Manager | | February 20, 2020 |
Changes in these assumptions could
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| ◦ | Performed a retrospective lookback review of completed construction projects to determine if projected costs are reasonable to actual completed construction costs. |
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CAMDEN PROPERTY TRUST
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| | $ | 8,603,474 | | | $ | 8,034,497 | |
| Secured | — | | | | 485,176 | | |
| Non-qualified deferred compensation share awards | — | | | | 52,674 | | |
See Notes to Consolidated Financial Statements.
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| 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 | | |
| Common shares issued (4,778 shares) | 48 | | | | 444,990 | | | | | | | | | | | | | | | | | | | | 445,038 | | |
| Net share awards | | | | | 15,779 | | | | | | | | 8,177 | | | | | | | | | | | | 23,956 | | |
| Cash distributions declared to equity holders ($3.00 per share) | | | | | | | | | (278,981 | | ) | | | | | | | | | | (5,650 | | ) | | (284,631 | | ) |
| Other | 2 | | | | (324 | | ) | | | | | | | | | | | | | | | | | | (322 | | ) |
| Other comprehensive income | | | | | | | | | | | | | | | | | 6,986 | | | | | | | | 6,986 | | |
| Common share options exercised (8 shares) | | | | | 41 | | | | | | | | | | | | | | | | | | | | 41 | | |
| Diversification of share awards within deferred compensation plan | | | | | 29,379 | | | | 10,915 | | | | | | | | | | | | | | | | 40,294 | | |
| Conversion of operating partnership units (8 shares) | | | | | 304 | | | | | | | | | | | | | | | | (304 | | ) | | — | | |
| Maturity of short-term investments | — | | | | — | | | | 100,000 | | |
During the year ended December 31, 2017, the weighted average amortization period for in-place leases was approximately six months.
*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.
An excerpt. Shown here: 40 of 529 rewritten, 40 of 506 added and 40 of 343 removed. The counts are complete. For every sentence, read Item 16. Summary in the FY2020 filing and the FY2019 filing.